As filed with the Securities and Exchange Commission on March 30, 2000

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K

                                   (Mark One)
             X Annual Report Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 [Fee Required]
                   For the fiscal year ended December 31, 1999
                                       or
            Transition Report Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 [No Fee Required]

             For the Transition Period From __________ to __________

                          Commission File Number 0-9667
                           WINMILL & CO. INCORPORATED,
             (Exact name of registrant as specified in its charter)

    Delaware                                                    13-1897916
(State of incorporation)                    (I.R.S. Employer Identification No.)
11 Hanover Square, New York, New York                              10005
   (Address of principal executive offices)                      (Zip Code)
Registrant's telephone number, including area code:           (212) 785-0900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class                    Name of each exchange on which registered
      None                                           None

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, Par Value $.01 Per Share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No__ .

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-K or any  amendment to
this Form 10-K. [ ]

No voting stock was held by  non-affiliates  of the  registrant  as of March 15,
2000.

The number of shares  outstanding of each of the registrant's  classes of common
stock, as of March 15, 2000:

Class A Non-Voting Common Stock, par value $.01 per share - 1,635,017 shares
Class B Voting Common Stock, par value $.01 per share - 20,000



                                     PART I


ITEM                                                                        PAGE

   1.    Business                                                              2

   2.    Properties                                                            5

   3.    Legal Proceedings                                                     6


                                     PART II

   4.    Submission of Matters to a Vote of Security Holder                    7

   5.    Market for Company's Common Equity and Related Stockholder Matters    7

   6.    Selected Financial Data                                               7

   7.    Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                          9

   8.    Financial Statements and Supplementary Data                          12

   9.    Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure                               29


                                    PART III

  10.    Directors and Executive Officers                                     30

  11.    Executive Compensation                                               32

  12.    Security Ownership of Certain Beneficial Owners and Management       39

  13.    Certain Relationships and Related Transactions                       39


                                     PART IV

  14.    Exhibits, Consolidated Financial Statements and Schedules,
            and Reports on Form 8-K                                           40












                                     PART I


Item 1.    Business

Winmill  & Co.  Incorporated,  formerly  Bull & Bear  Group,  Inc.,  a  Delaware
corporation  (the   "Company"),   is  a  holding  company  with  five  principal
subsidiaries:  CEF Advisers,  Inc., formerly Bull & Bear Advisers, Inc. ("CEF"),
Investor Service Center,  Inc. ("ISC"),  Midas Management  Corporation  ("MMC"),
Performance  Properties,  Inc.  ("Performance  Properties")  and Hanover  Direct
Advertising  Company,  Inc.  ("Hanover  Direct").  On April 1, 1999, the Company
changed its name to Winmill & Co.  Incorporated  and Bull & Bear Advisers,  Inc.
changed its name to CEF Advisers, Inc.

On  March  31,  1999,  the  Company  sold the  outstanding  stock of Bull & Bear
Securities, Inc. ("BBSI"), to a wholly-owned subsidiary of Royal Bank of Canada.
In  connection  with  the  sale,  the  rights  to the  name  "Bull & Bear"  were
transferred  to  Royal  Bank of  Canada,  and the  Company  and  certain  of its
subsidiaries  agreed to change their names.  In  connection  with the BBSI Sale,
Royal Bank has agreed that it will cause,  for the three-year  period  following
the closing,  BBSI to offer exclusively  Dollar Reserves to its customers as the
sole money market fund into which cash balances held by BBSI's  customers may be
swept on a daily  basis for so long as  certain  conditions  are met,  including
certain  performance  rankings by the Fund,  in  consideration  of a monthly fee
equal to  one-twelfth  of 0.25% of the  aggregate  average  daily amount of such
balances.  Further,  the  Company  has  agreed  to  provide,  or  to  cause  its
subsidiaries  to  provide,  to BBSI for a period of three  years  following  the
closing,  certain  services  with  respect  to  the  operation  of a  securities
brokerage business for a monthly  administrative  fee of $16,666.67,  subject to
certain conditions.

MMC and CEF act as  investment  managers to open-end and  closed-end  management
investment  companies (the "Funds")  registered under the Investment Company Act
of 1940 (the "Act"). The open-end Funds are: Dollar Reserves,  Inc., Midas Fund,
Inc.; Midas Investors Ltd.; Midas Magic, Inc., Midas Special Equities Fund, Inc.
and Midas U.S. and Overseas Ltd. The closed-end  funds are:  Bexil  Corporation,
Global Income Fund, Inc. and Tuxis Corporation.

ISC was organized in 1985 and is registered with the SEC as a broker/dealer  and
is a member of the NASD. ISC acts as the principal  distributor for the open-end
Funds.

Performance  Properties was organized in 1994 to purchase and renovate  suburban
office buildings.

Hanover  Direct was organized in 1988 and acts as an advertising  agency,  which
places  advertising  for ISC on behalf of the Funds.  Currently,  the commission
revenue generated by Hanover Direct from ISC represents a recapture of sums paid
for advertising  and, rather than additional  income,  represents a reduction in
advertising  expense  of ISC.  Hanover  Direct  has not  performed  any work for
unaffiliated clients.

The Company has granted the Funds and its  subsidiaries a non-exclusive  license
to use certain  service  marks owned by the  Company,  under  certain  terms and
conditions on a royalty free basis. Such license may be withdrawn from a Fund in
the event the investment  manager of the Fund is not a subsidiary of the Company
or in other cases, at the discretion of the Company.
<PAGE>
                                                                               2

Investment Management Business

The Company is engaged,  through its  subsidiaries,  in the business of managing
investment  companies  registered  under the Act. The Funds and their respective
net assets as of December 31, 1999 were as follows:

      Bexil Corporation                                         $      9,771,000
      Dollar Reserves, Inc.                                           64,250,000
      Global Income Fund, Inc.                                        29,060,000
      Midas Fund, Inc.                                                71,820,000
      Midas Investors Ltd.                                             5,045,000
      Midas Magic, Inc.                                                  857,000
      Midas Special Equities Fund, Inc.                               41,629,000
      Midas U.S. and Overseas Ltd.                                     9,881,000
      Tuxis Corporation                                               12,142,000

         Total Net Assets                                        $   244,455,000

The fund management  industry along with the entire financial services sector of
the economy has been rapidly changing to meet the increasing needs of investors.
Competition  for  management  of  financial  resources  has  increased as banks,
insurance  companies and  broker/dealers  have introduced  products and services
traditionally offered by independent fund management  companies.  There are also
many fund management groups with  substantially more resources than the Company.
While the Company's  business is not  seasonal,  it is affected by the financial
markets,  which  in  turn,  are  dependent  upon  current  and  future  economic
conditions.

Drastic  material  declines in the  securities  markets  can have a  significant
effect on the Company's  business.  Volatile stock markets may affect management
and distribution fees earned by the Company's subsidiaries.  If the market value
of securities owned by the Funds declines,  assets under management will decline
and  shareholder  redemptions  may occur,  either by transfer  out of the equity
Funds  and  into the  money  market  Fund,  Dollar  Reserves,  which  has  lower
management and  distribution  fee rates than the equity Funds, or by redemptions
out of the Funds  entirely.  Lower  asset  levels in the Funds may also cause or
increase  reimbursements  to  the  Funds  pursuant  to the  expense  limitations
described below.

In general, investment management services are rendered to the Funds pursuant to
written contractual agreements. Such agreements relate to the general management
of the affairs of each Fund, in addition to supervising the acquisition and sale
of each Fund's portfolio investments. As provided in the agreements, CEF and MMC
may receive  management  fees  ranging from 0.4% to 1.0% per annum of the Funds'
average daily net assets.  The Act requires that such contractual  agreements be
initially approved by the Funds' Board of Directors, including a majority of all
of the directors who are not  "interested  persons" (as defined in the Act), and
by the vote of a majority of the  outstanding  shares of the Fund (as defined in
the Act).  Agreements,  if approved,  may be for a term of up to two years,  and
thereafter their continuance must be approved at least annually by a majority of
the directors of the Fund,  including a majority of those  directors of the Fund
who are not "interested persons", or by such a vote of "disinterested" directors
and the vote of a majority of the  outstanding  shares of the Fund. In addition,
all such  agreements  are subject to  termination on 60 days' notice by majority
vote of the Board of Directors or the  shareholders and are subject to automatic
termination  in the event of  assignment.  Depending  on the  assets of the Fund
involved  and  other  factors,  the  termination  of any of the  agreements  for
investment management services between any of the Funds, CEF, and MMC may have a
serious adverse impact upon the Company.






                                                                               3

Pursuant to contracts  with these Funds,  CEF and MMC are entitled to management
fees,  which are  received  monthly and are based on annual  percentages  of the
average daily or average  weekly net assets of the Funds.  Under the  contracts,
CEF and MMC are  required to  reimburse  the Funds for  certain  expenses to the
extent that such expenses  exceed  limitations  prescribed by any state in which
shares of the Funds are qualified for sale, although currently the Funds are not
subject to any such limits. In addition, from time to time CEF and MMC may waive
or reimburse  management fees to increase a Fund's performance.  MMC had entered
into a  subadvisory  agreement  with  respect to Midas Fund,  Inc.  MMC, not the
respective Fund, paid the Subadviser,  Lion Resource Management  Limited,  based
upon the net fees,  performance  and net  assets of the  Fund.  The  subadvisory
agreement was terminated on November 30, 1999.

Each of the open-end Funds has adopted a plan of  distribution  pursuant to Rule
12b-1  under the Act (the  "Plan").  Pursuant  to the Plans,  ISC may receive as
compensation  amounts ranging from one-quarter of one percent to one percent per
annum of the  Funds'  average  daily net  assets for  distribution  and  service
activities.  The service fee portion is intended to cover  services  provided to
shareholders  in the Funds and the  maintenance  of  shareholder  accounts.  The
distribution fee portion is to cover all other activities and expenses primarily
intended to result in the sale of the Funds' shares.

Bexil Corporation,  Global Income Fund and Tuxis Corporation each converted from
an open-end  investment  company to a closed-end  investment  company in October
1996,  November 1996, and February 1997,  respectively,  pursuant to the vote of
the Fund's shareowners. As a consequence, their shares now trade on the American
Stock  Exchange  under  the  symbols  BXL,  GIF  and  TUX,  respectively.   Upon
conversion,  the  Distribution,   12b-1  Plan,  and  Shareholder  Administration
Agreements between the respective Fund and ISC were terminated and substantially
similar  Investment  Management  Agreements  between  CEF  and  each  Fund  were
approved.

The Act requires that a plan of distribution be initially approved by the Fund's
Board  of  Directors,  including  a  majority  of  the  directors  who  are  not
"interested  persons" and who have no financial interest in the Plan, and by the
vote of a majority of the outstanding shares of the Fund. If approved, a plan of
distribution  may be for a term of one year,  and thereafter it must be approved
at least  annually  by the entire  Board of  Directors  and by a majority of the
"disinterested" directors. In addition, all plans of distribution are subject to
termination  at any time by  majority  vote of the  disinterested  directors  or
shareholders.

CEF  and MMC are  registered  with  the SEC as  investment  advisers  under  the
Investment  Advisers  Act  of  1940.  ISC  is  registered  with  the  SEC  as  a
broker/dealer  under the Securities  Exchange Act of 1934 and is a member of the
NASD. The Funds are registered with the SEC under the Act. The activities of CEF
and MMC and of the Funds are  subject  to  regulation  under  Federal  and state
securities  laws. The provisions of these laws,  including those relating to the
contractual  arrangements  between the Funds and their investment  manager,  are
primarily  designed  to  protect  the  shareholders  of the  Funds  and  not the
shareholders of the Company.

Forward-Looking Information

Information  or statements  provided by or on behalf of the Company from time to
time,  including those within this Form 10-K Annual Report,  may contain certain
"forward-looking  information",  including  information  relating to anticipated
growth in revenues or earnings per share,  anticipated changes in the amount and
composition  of  assets  under  management,   anticipated  expense  levels,  and
expectations regarding financial market conditions. The Company cautions readers
that any forward-looking  information provided by or on behalf of the Company is
not a  guarantee  of future  performance  and that  actual  results  may  differ
materially  from  those in  forward-looking  information  as a result of various
factors,  including  but not limited to those  discussed  below.  Further,  such
forward-looking  statements  speak only as of the date on which such  statements
are made, and the Company undertakes no obligation to update any forward-looking
statement  to  reflect  events or  circumstances  after  the date on which  such
statement is made or to reflect the occurrence of unanticipated events.


                                                                               4

The  Company's  future  revenues may fluctuate due to factors such as: the total
value and  composition  of assets under  management  and related cash inflows or
outflows in mutual funds;  fluctuations  in the financial  markets  resulting in
appreciation or depreciation of assets under management; the relative investment
performance  of the  Company's  sponsored  investment  products  as  compared to
competing  products  and  market  indices;  the  expense  ratios and fees of the
Company's  sponsored  products and  services;  investor  sentiment  and investor
confidence  in mutual funds;  the ability of the Company to maintain  investment
management  fees at current levels;  competitive  conditions in the mutual funds
industry;  the  introduction  of new mutual funds and investment  products;  the
ability of the Company to contract with the Funds for payment for administrative
services offered to the Funds and Fund shareholders;  the continuation of trends
in the retirement  plan  marketplace  favoring  defined  contribution  plans and
participant-directed  investments;  and the amount and timing of income from the
Company's investment portfolio.

The Company's  future  operating  results are also  dependent  upon the level of
operating expenses,  which are subject to fluctuation for the following or other
reasons:  changes in the level of  advertising  expenses  in  response to market
conditions or other  factors;  variations in the level of  compensation  expense
incurred by the Company, including  performance-based  compensation based on the
Company's  financial results,  as well as changes in response to the size of the
total employee population,  competitive factors, or other reasons;  expenses and
capital costs, including depreciation,  amortization and other non-cash charges,
incurred   by  the   Company  to  maintain   its   administrative   and  service
infrastructure; and unanticipated costs that may be incurred by the Company from
time to time to protect investor accounts and client goodwill.

The Company's  revenues are substantially  dependent on revenues from the Funds,
which could be adversely affected if the independent directors of one or more of
the  Funds  determined  to  terminate  or  renegotiate  the terms of one or more
investment management agreements.

The Company's business is also subject to substantial  governmental  regulation,
and changes in legal, regulatory,  accounting,  tax, and compliance requirements
may  have a  substantial  effect  on  the  Company's  business  and  results  of
operations,  including but not limited to effects on the level of costs incurred
by the Company and effects on investor interest in mutual funds in general or in
particular classes of mutual funds.

Item 2.    Properties

The principal  office of the Company is located at 11 Hanover Square,  New York,
New York 10005.  The  approximate  area of the office is 3,800 square feet.  The
rent is approximately  $92,000 per annum plus $11,400 per annum for electricity.
The lease  expires on December 31, 2001 and is  cancelable  at the option of the
Company on three months' notice.

Performance Properties purchased land and a two story office building located in
Red Bank,  New Jersey in 1994.  The building  consists of  approximately  13,000
square feet.  The building was  purchased for cash,  has no mortgage.  The first
floor of the  building is currently  being  rented  under a ten-year  lease to a
tenant.  The current rent is approximately  $90,000 per annum and increases each
year over the life of the lease.  Portions of the second  floor of the  building
are  currently  being  rented  under a  five-year  and  three-year  lease to two
tenants.  The  current  rents are  approximately  $33,000 and $29,000 per annum,
respectively, and increase each year over the life of the leases.

                                                                               5



Item 3.      Legal Proceedings

A group called Karpus Investment  Management  ("KIM") at the 1997 annual meeting
of Bull & Bear U.S. Government Securities Fund, Inc. ("BBG") sought to elect its
slate of nominees in opposition to management  and at the 1998 annual meeting of
BBG made a  counter-solicitation  on all management proposals and a solicitation
to terminate the  investment  management  agreement.  On February 19, 1998,  KIM
filed a lawsuit against BBG in the Circuit Court for Baltimore  City,  Maryland,
Case No.  9805005,  which was  dismissed  with  prejudice on October 1, 1998. On
February 19, 1998, BBG filed a lawsuit against KIM in the United States District
Court for the Southern District of New York, 98 Civ. 1190. On December 22, 1998,
KIM filed a lawsuit  against  BBG in the United  States  District  Court for the
District of Maryland Court,  98-CV-4161 and BBG made  counterclaims.  On May 25,
1999,  BBG and KIM  announced  that they had entered  into a  settlement  of all
litigation in the United States District Court for the Southern  District of New
York and in the United States  District  Court for the District of Maryland.  In
connection with the  settlement,  KIM sold its 12.7% share in the Fund of 95,175
shares to ISC for $12-7/8 per share in July and August 1999.

From time to time, the Company and/or its  subsidiaries  are threatened or named
as  defendants in  litigation  arising in the normal  course of business.  As of
December 31, 1999,  neither the Company nor any of its subsidiaries was involved
in any other  litigation  that,  in the  opinion  of  management,  would  have a
material adverse impact on the consolidated financial statements.

                                                                               6

                                     PART II


Item 4.  Submission  of  Matters to a Vote of  Security  Holders  During  Fourth
         Quarter of the Year Ended December 31, 1999

                                      NONE


Item 5.  Market for the Company's Common Equity and Related Stockholder Matters

The Company's  Class A Common Stock trades on the Nasdaq SmallCap Market tier of
the Nasdaq Stock Market under the symbol  WNMLA.  The  Company's  Class B Common
Stock has no public  trading  market.  There are  approximately  250  holders of
record  of  Class A Common  Stock  and 1  holder  of Class B Common  Stock as of
December 31, 1999. In addition,  there are an indeterminate number of beneficial
owners of Class A Common Stock that are held in "street name". No dividends have
been paid on either class of Common Stock in the past five years and the Company
does not expect to pay any such dividends in the  foreseeable  future.  The high
and low sales prices of the Class A Common Stock  during each  quarterly  period
over the last two years were as follows:

                                       1999                       1998
                               High           Low          High         Low
First Quarter                 $15-1/4       $2-5/8         $3-1/8      $2-1/8
Second Quarter                $4-1/16       $2-5/8         $3-1/4      $2-3/16
Third Quarter                 $2-3/4        $2             $3-1/2      $1-13/16
Fourth Quarter                $2-5/16       $1-7/8         $3-1/8      $1-5/8


Item 6.    Selected Financial Data

The  selected  financial  data for the five years  ended  December  31,  1999 is
presented on the following pages.

                                                                               7


                           WINMILL & CO. INCORPORATED

                      CONSOLIDATED SELECTED FINANCIAL DATA

                        FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
<S>                                                         <C>             <C>             <C>            <C>           <C>
                                                                 1999           1998           1997           1996           1995
Revenues:
   Management, distribution and administration fees          $2,855,637      $3,554,725     $4,377,653      $4,922,945    $3,322,348
   Real estate rental income                                    216,271          43,878            -               -               -
   Consulting fee                                               150,000             -              -               -               -
   Realized and unrealized gains (losses) from investments     (250,893)        62,783          83,608         31,216        (3,092)
   Dividends, interest and other                                929,905          58,966         99,149         73,646        101,250
                                                              3,300,920       3,720,352      4,560,410      5,027,807      3,420,506
Expenses:
   General and administrative                                 2,287,472       2,093,323      2,559,080       2,744,021     2,205,725
   Marketing                                                    466,024         531,228        772,201       1,191,639       496,910
   Subadvisory fees                                             147,157         230,954        387,593         705,248        22,496
   Professional fees                                            159,537         177,376        186,320         290,098       413,594
   Amortization and depreciation                                153,702         118,186        106,871         116,151        65,545
                                                              3,213,892       3,151,067      4,012,065       5,047,157     3,204,270
Income (loss) from continuing operations before
   provision for income taxes                                    87,028         569,285        548,345         (19,350)      216,236

Income taxes                                                     38,252          (82,544)       (5,196)        91,248         42,588
Income (loss) from continuing operations                         48,776         651,829        553,541        (110,598)      173,648

Discontinued operations
   Income (loss) from discontinued operations
(net of income taxes)                                         2,479,865        (140,414)        72,184        (209,927)     (16,272)

Net income (loss)                                            $2,528,641         $511,415       $625,725      $(320,525)     $157,376

</TABLE>

<TABLE>
<CAPTION>

                                                       1999          1998         1997          1996        1995
<S>                                                   <C>            <C>         <C>          <C>         <C>
Net income (loss) per share of weighted average
   Common Stock outstanding:
      Basic
         Income (loss) from continuing operations       $.03          $.4         $.41         $(.08)       $.11
         Income (loss) from discontinued operations     1.50          (.10)        .05          (.15)       (.01)
         Net income                                    $1.53          $.37        $.46         $(.23)       $.10

      Diluted
         Income (loss) from continuing operations       $.03          $.45        $.38         $(.08)        $.11
         Income (loss) from discontinued operations     1.48          (.10)       .05          (.15)         (.01)
         Net income                                    $1.51          $.35        $.43         $(.23)        $.10

Weighted average shares of Common Stock outstanding:
      Basic                                            1,655,017      1,391,940   1,370,017    1,369,555     1,499,516

      Diluted                                          1,680,757      1,453,472   1,468,252    1,369,555     1,549,815

Total assets                                           $10,090,029    $5,315,147  $4,827,074   $4,273,110   $4,963,792

Long-term obligations                                  $     -        $    -      $7,460       $22,093      $     -
</TABLE>

                                                             8
<PAGE>

                                            THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

1999 Compared to 1998

On December 17, 1998,  the Company  signed an agreement to sell the  outstanding
stock of BBSI, the discount brokerage business, to a subsidiary of Royal Bank of
Canada.  The  transaction,  which was approved by the regulatory  authorities in
Canada and the United States,  closed on March 31, 1999. The Company received $6
million in proceeds from the sale. At the time of the sale,  BBSI had net equity
of $500,000.  In connection  with the sale, the rights to the name "Bull & Bear"
were  transferred  to Royal Bank of Canada,  and the  Company and certain of its
subsidiaries  changed their names.  The Company recorded a gain from the sale of
$2,479,865,  net  of  related  expenses  including  professional  fees,  closing
bonuses, and income tax expense.

Total revenues from  continuing  operations  for the year decreased  $419,432 or
11.3%. Management and distribution fees decreased $298,721 or 13.5% and $114,688
or 13.6%, respectively. The decrease in management and distribution fees was due
to an  overall  decrease  in the net  asset  levels  of the  Funds.  Shareholder
administration   fees   decreased   $314,111  or  100.0%   because  the  Company
discontinued  providing  shareholder   administration   services  to  the  Funds
effective  January 1999. Net assets under  management  were  approximately  $258
million at December  31, 1998,  $248 million at March 31, 1999,  $242 million at
June 30, 1999,  $249 million at September  30, 1999 and $244 million at December
31, 1999.

Rental  income  increased  $172,393 or 393%.  The increase was  attributable  to
additional tenants in 1999 and the commencement of rentals in May 1998. In 1999,
the Company earned  $150,000 in consulting fees from BBSI in connection with the
sale.  Dividends,  interest and other income  increased  $270,939 or 459% due to
higher  earnings from the Company's  investments  which increased as a result of
the proceeds from the sale of BBSI.  The Company had net realized and unrealized
losses of $250,893  from the  Company's  marketable  securities  which  included
certain  investments  in Funds  managed  by the  Company.  The  losses  included
$413,369 from the decline in market value of the Company's 20% interest in Bexil
Corporation, the closed end fund managed by the Company.

Total  expenses  increased  $62,825 or 2%. General and  administrative  expenses
increased  $45,709 or 2%.  Marketing  expenses  decreased  $65,204 or 12% due to
lower payments to other brokers for distributing  the Company's  open-end funds.
Expense  reimbursements  to the Funds  increased  $148,440  or 82% due to higher
waivers of management and distribution  fees in certain Funds.  Subadvisory fees
decreased  $83,797 or 36%  because  net assets  were lower in Midas Fund and the
subadvisory  agreement  with Lion  Resources was  terminated  in November  1999.
Professional  fees  decreased  $17,839  or 10%.  Depreciation  and  amortization
expense  increased  $35,516 or 30% due to higher  depreciation  expense from the
rental property.

Net income  from  continuing  operations  for the period was $48,776 or $.03 per
share on a diluted basis as compared to net income of $651,829 or $.45 per share
on a diluted  basis for 1998.  Net gain  from  discontinued  operations  for the
period was  $2,479,865,  which included  income from  operations of $15,249,  or
$1.48 per share on a diluted  basis as compared to a net loss from  discontinued
operations of $140,414 or $.10 per share on a diluted basis for 1998.

Net income for the period was  $2,528,641  or $1.51 per share on a diluted basis
for the  period as  compared  to net income of  $511,415  or $.35 per share on a
diluted basis for 1998.


                                                             9


1998 Compared to 1997 Total revenues for the year  decreased  $840,058 or 18.4%.
Management and  distribution  fees  decreased  $669,517 or 23.2% and $299,372 or
26.2%,  respectively,  and shareholder  administration fees increased $27,988 or
9.8%.  The decrease in management  and  distribution  fees was due to an overall
decrease  in the net asset  levels of the Funds from which  these  revenues  are
generated.  Shareholder  administration fees represent  reimbursement for actual
expenses incurred. Such fees increased as the costs for providing these services
increased.  The Funds paid $210,111 to the Company for  recordkeeping  services,
which paid such amounts to certain  brokers for performing  such  services.  Net
assets under  management were  approximately  $274 million at December 31, 1997,
$301 million at March 31, 1998,  $278 million at June 30, 1998,  $261 million at
September  30, 1998 and $258 million at December 31, 1998.  Dividends,  interest
and other income decreased  $17,130 or 9.4%,  primarily due to lower earnings on
the Company's investments.

Total expenses, including income taxes decreased $938,346 or 23.4% for the year.
General  and  administrative  expenses  decreased  $30,410  or  1.6%.  Marketing
expenses  decreased  $240,973  or 31.2% due to lower  marketing  costs for Midas
Fund. Expense reimbursements to the Funds decreased $435,347 or 70.7% due to the
expiration of the contractual expense reimbursement on August 29, 1997 for Midas
Fund.  Subadvisory fees decreased  $156,639 or 40.4% because of lower net assets
in Midas Fund.  Professional  fees decreased  $8,944 or 4.8%.  Amortization  and
depreciation  increased  $11,315 or 10.6% for the year.  Income taxes  decreased
$77,348 or 1,488.6%  due to the  reversal of the  deferred  tax asset  valuation
allowance account.

Loss from discontinued operations (net of income taxes) for 1998 was $140,414 as
compared to income from  discontinued  operations (net of income taxes) for 1997
of  $72,184.   While  customer  trading  activity  increased  during  the  year,
commissions  and related  fees  decreased as a result of an increase in Internet
trading. In addition, due to the increase in customer trading activity, clearing
and brokerage charges increased in 1998.

Net income for 1998 was  $511,415 or $.37 per share as compared to net income of
$625,725 or $.46 per share in 1997.

Liquidity and Capital Resources

The following table reflects the Company's  consolidated working capital,  total
assets, long-term debt and shareholders' equity as of the dates indicated.

                                               December 31,
                                   1999             1998              1997
   Working Capital             $  5,354,818     $2,371,234        $2,662,917
   Total Assets                $ 10,090,029     $5,315,147        $4,827,074
   Long-Term Debt              $    -           $    -            $    7,460
   Shareholders' Equity        $  7,838,635     $4,959,016        $4,455,111

For the year ended 1999, working capital,  total assets and shareholders' equity
increased $2,983,584, $4,774,882 and $2,879,619, respectively.

Working capital and total assets increased  primarily due to the income from the
sale of BBSI. The increase in  shareholders'  equity was primarily the result of
the net income for 1999 of  $2,528,641  and the increase in  unrealized  capital
gains on marketable securities of $350,978.

For the year  ended  1998,  total  assets  and  shareholders'  equity  increased
$488,073  and  $503,905,  respectively.   Working  capital  and  long-term  debt
decreased $291,683 and $7,460, respectively. 10 Working capital decreased due to
expenditures in capital improvements on the real estate held for investment. The
increase in shareholders'  equity was primarily the result of the net income for
1998 of $511,415  and the exercise of the stock  options for $639,227  offset by
the decrease in unrealized capital gains on marketable securities of $43,062 and
the issuance of the notes receivable for common stock issued for $603,675. There
were $71,267 of realized  capital gains during 1998,  which were included in net
income of  $511,415.  Total  assets  increased  primarily as a result of the net
income  for the year  offset by the  decrease  in  unrealized  capital  gains on
marketable  securities of $43,062.  Long-term  debt decreased due to payments on
the capitalized lease obligations.

For the year ended 1997, working capital,  total assets and shareholders' equity
increased  $369,717,  $553,964  and  $537,225,   respectively.   Long-term  debt
decreased $14,633.

Working  capital  increased  primarily  as a result  of the net  income  and the
non-cash items of depreciation  and amortization for 1997 offset by improvements
to real estate held for  investment,  purchases of equipment and the decrease in
unrealized capital gains on marketable securities. The increase in shareholders'
equity was primarily the result of the net income for 1997 of $625,725 offset by
the decrease in unrealized  capital  gains on marketable  securities of $88,500.
Total assets  increased  primarily as a result of the net income for 1997 offset
by the decrease in unrealized capital gains on marketable securities of $88,500.
Long-term debt decreased due to payments on the capitalized lease obligations.

Management knows of no contingencies  that are reasonably  likely to result in a
material  decrease in the  Company's  liquidity  or that are likely to adversely
affect the Company's capital resources. This includes the restrictions placed on
the  transfer  of funds to the  Company  ISC as a result of its  regulatory  net
capital  requirements.  At  December  31,  1999,  the  amount  subject  to these
restrictions was $58,300 or 0.6% of total assets.

Effects of Inflation and Changing Prices

Since the Company derives revenue from investment  management,  distribution and
shareholder  administration  services from the Funds and from discount brokerage
services,  it is not  possible  for it to discuss or predict  with  accuracy the
impact  of  inflation  and  changing  prices  on its  revenues  from  continuing
operations.

                                                            11
Item 8.    Financial Statements and Supplementary Data

Financial  Statements  required by Regulation  S-X and  Supplementary  Financial
Information required by Regulation S-K are presented herein.


                  FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES

                                TABLE OF CONTENTS

                                                                            Page

Report of Independent Certified Public Accountants                            13

Consolidated Balance Sheets,
   December 31, 1999 and 1998                                                 14

Consolidated Statements of Income,
   Years ended December 31, 1999, 1998 and 1997                               15

Consolidated Statements of Changes in Shareholders' Equity,
   Years ended December 31, 1999, 1998 and 1997                               16

Consolidated Statements of Cash Flows,
   Years ended December 31, 1999, 1998 and 1997                               17

Notes to Consolidated Financial Statements                                    19
<PAGE>
                                                                              12

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors and Shareholders of
Winmill & Co. Incorporated


We have audited the  accompanying  consolidated  balance sheets of Winmill & Co.
Incorporated  and subsidiaries as of December 31, 1999 and 1998, and the related
consolidated  statements of income,  changes in shareholders'  equity,  and cash
flows for each of the three years in the period ended  December 31, 1999.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material  respects,  the  consolidated  financial  position  of  Winmill  &  Co.
Incorporated   and   subsidiaries  at  December  31,  1999  and  1998,  and  the
consolidated  results of their operations and their  consolidated cash flows for
each of the three years in the period ended  December 31,  1999,  in  conformity
with generally accepted accounting principles.


                                                            TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 11, 2000

                                                            13
<PAGE>
                           WINMILL & CO. INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                  December 31,
                                                          1999           1998
                                     ASSETS

Current Assets:
   Cash and cash equivalents                            $2,560,093    $1,403,931
   Marketable securities (Note 3)                        4,600,928       353,385
   Management, distribution and other fees receivable      272,800       257,313
   Interest, dividends and other receivables                43,429       205,786
   Prepaid expenses and other current assets               128,962       506,950
      Total Current Assets                               7,606,212     2,727,365
Real estate, net                                         1,325,693     1,198,173
Equipment, furniture and fixtures, net                     102,702       209,339
Excess of cost over net book value of subsidiaries, net    650,001       688,687
Deferred income taxes (Note 10)                            140,000       215,400
Other assets                                               265,421       276,183
                                                         2,483,817     2,587,782
      Total Assets                                     $10,090,029    $5,315,147

                       LIABILITIES AND SHAREHOLDERS EQUITY

Current Liabilities:
   Accounts payable                                     $   201,926   $  104,934
   Accrued professional fees                                 75,055      143,025
   Accrued payroll and other related costs                   72,049       64,667
   Accrued income taxes                                   1,866,600          -
   Accrued other expenses                                    25,928       28,920
   Current portion of capitalized lease obligation              -          4,749
   Other current liabilities                                  9,836        9,836
      Total Current Liabilities                           2,251,394      356,131
Contingencies (Note 11)                                         -            -
Shareholders' Equity (Notes 3, 6, 7, and 8)
   Common Stock, $.01 par value
   Class A, 10,000,000 shares authorized;
      1,635,017 shares issued and outstanding                16,351       16,351
   Class B, 20,000 shares authorized;
      20,000 shares issued and outstanding                      200          200
   Additional paid-in capital                             6,872,454    6,872,454
   Retained earnings (deficit)                            1,203,303  (1,325,338)
   Notes receivable for common stock issued               (603,675)    (603,675)
   Accumulated other comprehensive income                   350,002        (976)
      Total Shareholders' Equity                          7,838,635    4,959,016
      Total Liabilities and Shareholders' Equity        $10,090,029   $5,315,147

See accompanying notes to consolidated financial statements.

                                                                              14
                           WINMILL & CO. INCORPORATED

                        CONSOLIDATED STATEMENTS OF INCOME

                            Years Ended December 31,
<TABLE>
<CAPTION>

                                                        1999              1998             1997
<S>                                                <C>               <C>               <C>

Revenues:
   Management, distribution, service, and
       administrative fees                          $2,855,637        $3,554,725        $4,377,653
   Real estate rental income                           216,271            43,878              -
   Consulting fee                                      150,000              -                 -
   Realized and unrealized gains (losses)
      from investments                                (250,893)           62,783            83,608
   Dividends, interest and other                       329,905            58,966            99,149
                                                     3,300,920         3,720,352         4,560,410
Expenses:
   General and administrative                        1,958,636         1,912,927         1,943,337
   Marketing                                           466,024           531,228           772,201
   Expense reimbursements to the Funds (Note 11)       328,836           180,396           615,743
   Subadvisory fees                                    147,157           230,954           387,593
   Professional fees                                   159,537           177,376           186,320
   Amortization and depreciation                       153,702           118,186           106,871
                                                     3,213,892         3,151,067         4,012,065
Income from continuing operations
   before income taxes                                  87,028           569,285           548,345
Income taxes (benefit) (Note 10)                        38,252          (82,544)           (5,196)
Income from continuing operations                       48,776           651,829           553,541
Discontinued Operations:
   Income (loss) from discontinued operations
      (net of income taxes) (Note 2)                 2,479,865         (140,414)            72,184
Net Income  $                                        2,528,641          $511,415          $625,725

Per Share Data:
   Basic
      Income from continuing operations                  $ .03             $ .47             $ .41
      Income (loss) from discontinued operations          1.50             (.10)               .05
      Net income                                         $1.53             $ .37             $ .46
   Diluted
      Income from continuing operations                  $ .03             $ .45             $ .38
      Income (loss) from discontinued operations          1.48             (.10)               .05
      Net income                                         $1.51             $ .35             $ .43

Average Shares Outstanding:
   Basic                                             1,655,017         1,391,940         1,370,017
   Diluted                                           1,680,757         1,453,472         1,468,252

See accompanying notes to consolidated financial statements.
</TABLE>

                                                                              15

                           WINMILL & CO. INCORPORATED

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                  Years Ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>

               Number of Shares                                                                          Amount
                                                                                                         Notes
                                                                                                      Receivable
                                                                                                          For
                                                                                    Additional           Common             Retained
                                       Class A    Class B    Class A     Class B      Paid-In            Stock              Earnings
                                        Common    Common      Common     Common       Capital            Issued            (Deficit)
<S>                                  <C>          <C>       <C>          <C>      <C>                    <C>           <C>

Balance, December 31, 1996            1,350,017    20,000    $ 13,501     $ 200    $6,236,077             $-            $(2,462,478)
Net income
Other comprehensive income                   -         -          -          -            -                -                 625,725
   Unrealized losses on
          marketable securities              -         -          -          -            -                -                     -
   Comprehensive income
Balance, December 31, 1997            1,350,017    20,000      13,501       200      6,236,077             -             (1,836,753)
Net income
Other comprehensive income                  -          -         -           -            -                -                 511,415
   Unrealized losses on
          marketable securities             -          -         -           -            -                -
   Comprehensive income
Issuance of Class A common stock
   on exercise of stock options         285,000        -        2,850        -         636,377             -                     -
Issuance of notes receivable (Note 8)       -          -         -           -            -           (603,675)                  -
Balance, December 31, 1998            1,635,017    20,000      16,351       200      6,872,454        (603,675)          (1,325,338)
Net income                                  -          -         -           -            -                 -              2,528,641
Other comprehensive income
   Unrealized gains on investments          -          -         -           -            -                 -                    -
   Comprehensive income
Balance, December 31, 1999            1,635,017    20,000    $ 16,351     $ 200     $6,872,454       $(603,675)           $1,203,303
</TABLE>

                                           Accumulated
                                              Other                  Total
                                          Comprehensive           Shareholders'
                                              Income                 Equity

Balance, December 31, 1996                  $ 130,586              $3,917,886
Net income
Other comprehensive income                      -                    625,725
   Unrealized losses on
          marketable securities             (88,500)                 (88,500)
   Comprehensive income                                              537,225
Balance, December 31, 1997                   42,086                 4,455,111
Net income
Other comprehensive income                     -                     511,415
   Unrealized losses on
          marketable securities              (43,062)                (43,062)
   Comprehensive income                                              468,353
Issuance of Class A common stock
   on exercise of stock options                 -                    639,227
Issuance of notes receivable (Note 8)           -                   (603,675)
Balance, December 31, 1998                    (976)                 4,959,016
Net income                                      -                   2,528,641
Other comprehensive income
   Unrealized gains on investments           350,978                 350,978
   Comprehensive income                                             2,879,619
Balance, December 31, 1999                 $ 350,002               $7,838,635


See accompanying notes to consolidated financial statements.

                                                                              16
                           WINMILL & CO. INCORPORATED

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Years Ended December 31,



                                                    1999       1998       1997
Cash Flows from Operating Activities:
 Net income                                      $2,528,641  $511,415   $625,725
 Adjustments to reconcile net income (loss)
    to net cash provided by (used in)
    operating activities:
    Depreciation and amortization                   153,702   169,008    131,992
    Deferred income taxes                            75,400  (215,400)      -
    Increase in cash value of life insurance        (33,000)  (33,000)  (32,333)
    Realized/unrealized (gain) loss on investments  260,014   (40,330)  (83,608)
    Gain on sale of discontinued operations       (2,464,616)     -          -
    (Increase) decrease in, net of effects from
       sale of discontinued operations:
       Management, distribution and shareholder
          administration fees receivable           (15,487)   11,671    (61,040)
       Interest, dividends and other receivables   (28,712)  (17,832)     16,730
       Prepaid expenses and other current assets   277,625   (95,129)  (122,109)
       Other assets                                 43,762      -        (5,774)
    Increase (decrease) in, net of effects from
       sale of discontinued operations:
       Accounts payable                            193,369    (55,915)    26,305
       Accrued expenses                            (48,580)    57,010      4,917
       Accrued income taxes                       1,866,600      -           -
       Other current liabilities                       -       (572)     (1,212)
 Total adjustments                                 280,077   (220,489) (126,132)
    Net cash provided by Operating Activities      2,808,718  290,926    499,593


                                                                              17
                           WINMILL & CO. INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)

                            Years Ended December 31,

                                  1999                  1998                1997
Cash Flows from Investing Activities:
   Improvement to real estate                 $(201,237)  $(606,296)  $(218,956)
   Capital expenditures                          (7,617)   (102,440)    (27,804)
   Proceeds from sale of discontinued operations
      net of discontinued operations cash and
      current expenses and taxes                2,717,626      -           -
   Proceeds from sales of investments             810,528   1,748,467   556,831
   Purchases of investments                    (4,967,107) (258,556) (1,231,204)
      Net cash provided by (used in)
         Investing Activities                  (1,647,807)  781,175    (921,133)

Cash Flows from Financing Activities:
   Issuance collection of note receivable            -      (603,675)     -
   Repayments of capitalized lease obligation    (4,749)    (16,355)    (13,271)
   Proceeds from issuance of Class A Common Stock    -       639,227       -
      Net cash provided by (used in)
         Financing Activities                    (4,749)     19,197     (13,271)

      Net increase (decrease) in cash
         and cash equivalents                  1,156,162   1,091,298   (434,811)

Cash and cash equivalents:
   Beginning of year                           1,403,931     312,633    747,444
   End of year                                $2,560,093   $1,403,931   $312,633


SUPPLEMENTAL DISCLOSURE:
     The Company paid $9,346 in Federal income taxes in 1998.
     The Company did not pay any Federal income taxes in 1999 or 1997.
     The Company paid $864,  $916 and $1,309 in interest in 1999, 1998 and 1997,
          respectively.

See accompanying notes to consolidated financial statements.

                                                            18

                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 1999, 1998 and 1997


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS

          Winmill  & Co.,  Incorporated  ("formerly  Bull & Bear  Group,  Inc.")
          ("Company") is a holding company. Its subsidiaries'  business consists
          of providing investment  management and distribution  services for the
          Midas Funds (six open-end funds) and three closed-end funds as well as
          real estate investment and operations.

         BASIS OF PRESENTATION

          The  consolidated  financial  statements  include the  accounts of the
          Company and all of its  subsidiaries.  Substantially  all intercompany
          accounts and transactions have been eliminated.

         ACCOUNTING ESTIMATES

          In  preparing  financial   statements  in  conformity  with  generally
          accepted  accounting   principles,   management  makes  estimates  and
          assumptions that affect the reported amounts of assets and liabilities
          at the  date of the  financial  statements,  as  well as the  reported
          amounts of revenues and expenses  during the reported  period.  Actual
          results could differ from those estimates.

         FAIR VALUE OF FINANCIAL INSTRUMENTS

          The  carrying   amounts  of  cash  and  cash   equivalents,   accounts
          receivable,   accounts   payable,   and  accrued  expenses  and  other
          liabilities  approximate  fair value because of the short  maturity of
          these items.  Marketable securities are recorded at market value which
          represents the fair value of the securities.

         CASH AND CASH EQUIVALENTS

          Investments   in  money  market  funds  are   considered  to  be  cash
          equivalents.   At  December  31,  1999  and  1998,   the  Company  and
          subsidiaries  had invested  approximately  $2,199,800 and  $1,378,700,
          respectively, in an affiliated money market fund.

         MARKETABLE SECURITIES

          The  Company  and  its  non-broker/dealer   subsidiaries'   marketable
          securities are considered to be  "available-for-sale"  and recorded at
          market  value,   with  the   unrealized   gain  or  loss  included  in
          stockholders'  equity as  "accumulated  other  comprehensive  income".
          Marketable  securities for the  broker/dealer  subsidiary is valued at
          market with unrealized gains and losses included in earnings.

         FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

          In the normal course of business,  the Company's  customer  activities
          involve the execution and settlement of customer  transactions.  These
          activities  may  expose  the  Company to risk of loss in the event the
          customer is unable to fulfill  its  contracted  obligations,  in which
          case the Company may have to purchase or sell financial instruments at
          prevailing  market  prices.  Any loss  from such  transactions  is not
          expected  to  have  a  material  effect  on  the  Company's  financial
          statements.

                                                                              19
                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1999, 1998 and 1997



         INCOME TAXES

          The Company and its wholly-owned subsidiaries file consolidated income
          tax  returns.  The  Company's  method of  accounting  for income taxes
          conforms  to  Statement  of  Financial  Accounting  Standards  No. 109
          "Accounting for Income Taxes." This method requires the recognition of
          deferred  tax  assets  and  liabilities  for the  expected  future tax
          consequences of temporary  differences between the financial reporting
          basis and the tax basis of assets and liabilities.

         REAL ESTATE HELD FOR INVESTMENT AND EQUIPMENT

          Real estate held for investment is recorded at cost and is depreciated
          on the straight-line basis over its estimated useful life. At December
          31, 1999 and 1998, accumulated  depreciation amounted to approximately
          $166,100 and $92,400, respectively.  Equipment, furniture and fixtures
          are recorded at cost and are  depreciated on the  straight-line  basis
          over their estimated useful lives, 3 to 10 years. At December 31, 1999
          and 1998, accumulated  depreciation amounted to approximately $796,900
          and $908,400, respectively.

         EXCESS OF COST OVER NET BOOK VALUE OF SUBSIDIARIES

          The excess of cost over net book value of  subsidiaries is capitalized
          and  amortized  over  fifteen and forty years using the  straight-line
          method.  At  December  31,  1999 and  1998,  accumulated  amortization
          amounted  to  approximately   $550,800  and  $662,100,   respectively.
          Periodically,  the Company reviews its intangible assets for events or
          changes in  circumstances  that may indicate that the carrying amounts
          of the assets are not recoverable.

         COMPREHENSIVE INCOME

          The  Company   discloses   comprehensive   income  in  the   financial
          statements.   Total  comprehensive  income  includes  net  income  and
          unrealized  gains  and  losses  on  marketable  securities,  which  is
          reported as other comprehensive income in stockholders' equity.

         SEGMENT INFORMATION

          The  Company's  operating  segments  were  organized  around  services
          provided and  classified  into three  groups - investment  management,
          real estate operations and discount brokerage.  Due to the sale of the
          discount  brokerage  business,  the  discount  brokerage  business  is
          classified as "income from  discontinued  operations" on the financial
          statements  (See Note 2). The Company's  remaining  business is in two
          industry segments.

         EARNINGS PER SHARE

          Basic earnings per share is computed using the weighted average number
          of shares  outstanding.  Diluted  earnings per share is computed using
          the weighted  average  number of shares  outstanding  adjusted for the
          incremental  shares  attributed  to  outstanding  options to  purchase
          common stock.


                                                                              20
                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1999, 1998 and 1997



The following table sets forth the computation of basic and diluted earnings per
share:

                                                1999        1998           1997
 Numerator for basic and diluted
          earnings per share:
 Net income                              $  2,528,641      $511,415     $625,725

 Denominator:
    Denominator for basic earnings per share
       weighted-average shares                1,655,017    1,391,940   1,370,017
    Effect of dilutive securities:
       Employee Stock Options                     25,740      61,532      98,235
 Denominator for diluted earnings per share
    adjusted weighted - average shares and
    assumed conversions                        1,680,757    1,453,472  1,468,252

     RECLASSIFICATIONS

     Certain  reclassifications  of the 1998 and 1997 financial  statements have
     been made to conform to the 1999 presentation.


2.    DISCONTINUED OPERATIONS

     On  December  17,  1998,  the  Company  signed  an  agreement  to sell  the
     outstanding stock of the discount  brokerage  business,  to a subsidiary of
     Royal Bank of Canada for $6 million.  The sale closed on March 31, 1999. In
     connection  with  the  sale,  the  rights  to the  name  "Bull & Bear"  was
     transferred  to Royal Bank of Canada.  In  addition,  Royal Bank has agreed
     that it will cause, for the three-year  period following the closing,  BBSI
     to offer  exclusively  Dollar  Reserves to its  customers as the sole money
     market fund into which cash balances held by BBSI's  customers may be swept
     on a daily  basis  for so long as  certain  conditions  are met,  including
     certain performance rankings by the Fund, in consideration of a monthly fee
     equal to one-twelfth of 0.25% of the aggregate average daily amount of such
     balances.  At December 31, 1999, the value  invested in Dollar  Reserves by
     BBSI's customers was approximately  $33,861,000.  Further,  the Company has
     agreed to  provide  or to cause its  subsidiaries  to provide to BBSI for a
     period of three years following the closing  certain  services with respect
     to  the  operation  of  a  securities  brokerage  business  for  a  monthly
     administrative fee of $16,666.67, subject to certain conditions.

                                                                              21
                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1999, 1998 and 1997



Accordingly,   results  from  the  discount   brokerage  segment  are  shown  as
discontinued  operations.  Summarized financial information for the discontinued
operations was as follows:
<TABLE>
<CAPTION>

                                                1999                  1998          1997
<S>                                        <C>              <C>                <C>

Revenues $                                   748,786*          $2,379,506       $2,490,713
Expenses                                     733,537*           2,614,920        2,378,629
Income (loss) before income taxes              15,249           (235,414)          112,084
Income taxes                                     -               95,000           (39,900)
Income (loss)                                  15,249           (140,414)           72,184
Gain on sale of discontinued operations:
   Proceeds, net of basis                    5,500,000             -                 -
   Professional fees                         (222,021)             -                 -
   Closing bonuses                           (868,586)             -                 -
   Gain on sale before income taxes          4,409,393             -                 -
   Income taxes                            (1,944,777)             -                 -
   Gain on sale                              2,464,616             -                 -
Income (loss) from discontinued operations $ 2,479,865          $(140,414)         $72,184
</TABLE>

      *  Represents revenues and expenses for the 3 months ended March 31, 1999.


3.    MARKETABLE SECURITIES

At December 31, 1999, marketable securities consisted of:
  Broker/dealer securities - at market
     Affiliated funds                                            $   2,063,205
     Equity securities                                                 435,875
     Total broker/dealer securities (cost $2,861,134)                2,499,080
  Other companies
     Available-for-sale securities - at market
        Unaffiliated mutual funds                                       23,622
        Affiliated mutual funds                                      2,046,439
        Equity securities                                               31,787
        Total available-for-sale securities (cost - $1,751,846)      2,101,848
                                                                 $   4,600,928

                                                                              22
                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1999, 1998 and 1997



            At December 31, 1998, marketable securities consisted of:

Broker/dealer securities - at market
   Affiliated mutual funds (cost $159,882)                           $128,945
Other companies
   Available-for-sale securities - at market
      Unaffiliated mutual funds                                        38,820
      Affiliated mutual funds                                           2,268
      Equity securities                                               183,352
      Total available-for-sale securities (cost - $225,416)           224,440
                                                                     $353,385

At  December   31,  1999  and  1998,   the  Company  had  $350,002  and  $(976),
respectively,  of unrealized gains (losses) on  "available-for-sale  securities"
which is reported as a separate component of consolidated shareholders' equity.


4.    LEASE COMMITMENTS

         AS LESSEE

     The Company  leases office space under a lease which  expires  December 31,
     2001 and is  cancelable  at the  option  of the  Company  on three  month's
     notice. The rent is approximately $103,000 per annum including electricity.


5.    REAL ESTATE OPERATIONS

     The Company owns an office  building which is  approximately  90% leased to
     various   tenants.   Future   minimum  lease  payment   receivables   under
     noncancellable leasing arrangements as of December 31, 1999 are as follows:

         Year ending December 31,
         2000                                         $175,500
         2001                                          189,500
         2002                                          176,100
         2003                                          154,900
         2004                                          159,400
         2005 - 2008                                   611,000
         Net minimum future lease receipts          $1,466,400

                                                                              23

                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1999, 1998 and 1997



6.    SHAREHOLDERS' EQUITY

     The Class A and Class B Common Stock are  identical in all respects  except
     for voting rights, which are vested solely in the Class B Common Stock. The
     Company  also has  1,000,000  shares of  Preferred  Stock,  $.01 par value,
     authorized.  As of December 31, 1999 and 1998,  none of the Preferred Stock
     was issued.


7.    NET CAPITAL REQUIREMENTS

     The  Company's  broker/dealer  subsidiary  is a member firm of the National
     Association  of  Securities  Dealers,  Inc.  and are  registered  with  the
     Securities and Exchange Commission as broker/dealers. Under the Uniform Net
     Capital  Rule (Rule 15c3-1 under the  Securities  Exchange Act of 1934),  a
     broker/dealer  must maintain minimum net capital,  as defined,  of not less
     than (a) $250,000 or, when engaged solely in the sale of redeemable  shares
     of registered  investment  companies,  $25,000,  or (b) 6-2/3% of aggregate
     indebtedness,  whichever is greater; and a ratio of aggregate  indebtedness
     to net capital, as defined, of not more than 15 to 1. At December 31, 1999,
     the subsidiary  had net capital of  approximately  $1,075,700;  net capital
     requirements of $58,300;  excess net capital of  approximately  $1,017,400;
     and the ratios of aggregate  indebtedness to net capital was  approximately
     .81 to 1.


8.    STOCK OPTIONS

     On December 6, 1995, the Company  adopted a Long-Term  Incentive Plan which
     provides for the granting of a maximum of 300,000 options to purchase Class
     A Common Stock to  directors,  officers and key employees of the Company or
     its subsidiaries.  The plan was amended on February 5, 1996, on October 29,
     1997 increasing the maximum number of options to 450,000, and in March 1999
     increasing  the  maximum  number of options  to  600,000.  With  respect to
     non-employee  directors,  only grants of  non-qualified  stock  options and
     awards  of  restricted  shares  are  available.  Two  of  the  non-employee
     directors  were granted  10,000  options each on December 6, 1995 and 5,000
     options each on October 29, 1997. The new non-employee director was granted
     10,000  options  on  September  8,  1998.  In  September  1999,  the  three
     non-employee  directors  were granted 10,000 options each. The option price
     per share may not be less  than the fair  value of such  shares on the date
     the option is granted, and the maximum term of an option may not exceed ten
     years  except as to  non-employee  directors  for which the maximum term is
     five years.

                                                                              24
                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1999, 1998 and 1997



     The  Company  applied  APB  Opinion  25  and  related   interpretations  in
     accounting for its stock option plans.  Accordingly,  no compensation  cost
     has been recognized for its stock option plans.  Proforma compensation cost
     for the Company's plans is required by Financial  Accounting  Standards No.
     123  "Accounting  for  Stock-Based  Compensation  (SFAS  123)" and has been
     determined  based on the fair  value at the grant  dates for  awards  under
     these  plans  consistent  with the  method of SFAS  123.  For  purposes  of
     proforma  disclosure,  the estimated fair value of the options is amortized
     to  expense  over the  options'  vesting  period.  The  Company's  proforma
     information follows:

                                                 Years Ended December 31,
                                          1999             1998             1997
Net income              As Reported    $2,528,641       $511,415        $625,725
                         Proforma      $2,285,639       $465,641        $246,394
Earnings per share
   Basic As Reported       $1.53             $.37           $.46
                         Proforma           $1.38           $.33            $.18
   Diluted              As Reported         $1.51           $.35            $.43
                         Proforma           $1.36           $.32            $.17

     The fair value of each option grant is estimated on the date of grant using
     the Black-Scholes  option-pricing model with the following weighted average
     assumptions used for grants in 1999, 1998 and 1997, respectively:  expected
     volatility of 83.09%, 73.95% and 92.83%,  risk-free interest rate of 5.78%,
     5.11% and 5.85% and expected life of three years for each year.

     A summary of the status of the Company's  stock option plans as of December
     31, 1999, 1998 and 1997, and changes during the years ending on those dates
     is presented below:

                                                          Weighted
                                          Number           Average
                                            of             Exercise
 Stock Options                            Shares            Price
 Outstanding at December 31, 1996         269,000           $1.98
    Granted                               177,000           $2.52
    Canceled                              (34,000)          $1.97
 Outstanding at December 31, 1997         412,000           $2.21
    Granted                                12,000           $1.81
    Exercised                            (285,000)          $2.25
    Canceled                              (20,000)          $2.64
 Outstanding at December 31, 1998         119,000           $2.05
    Granted                               280,000           $2.98
    Canceled                             (160,000)          $3.28
 Outstanding at December 31, 1999         239,000           $2.32

                                                                              25
                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1999, 1998 and 1997



     There were 64,000,  97,000 and 176,000 options  exercisable at December 31,
     1999, 1998 and 1997 with a weighted-average  exercise price of $1.84, $1.99
     and $2.29, respectively. The weighted-average fair value of options granted
     was $1.18,  $.94 and $1.41 for the years ended December 31, 1999,  1998 and
     1997, respectively.

     In September 1999, the Company  canceled  125,000  previously  issued stock
     options.  The exercise  prices of the canceled  stock options were $3.36 to
     $3.69.  In September  1999, the Company  granted 155,000 stock options with
     exercise prices of $2.38 to $2.61.

     The following table summarizes  information about stock options outstanding
     at December 31, 1999:

                                         Options Outstanding
                                            Weighted-Average
     Range of              Number              Remaining        Weighted-Average
Exercise Prices          Outstanding       Contractual Life       Exercise Price
$1.75     - $2.375          152,000             3.2 years              $2.14
$2.6125 - $3.00              87,000             4.4 years              $2.63

     In connection with the exercise of the options,  the Company  received from
     certain  officers  notes with an interest  rate of 4.47% per annum  payable
     December  15,  2003.  The  balance of the notes at  December  31,  1999 was
     $603,675,  which was  classified  as "notes  receivable  for  common  stock
     issued."

9. PENSION PLAN

     The  Company  has a 401(k)  retirement  plan for  substantially  all of its
     qualified  employees.  Contributions to this are based upon a percentage of
     earnings  of  eligible  employees  and are  accrued and funded on a current
     basis.  Total pension  expense for the years ended December 31, 1999,  1998
     and 1997 was approximately $31,600, $44,700 and $44,800, respectively.


10.   INCOME TAXES

      The provision for income taxes charged to operations was as follows:

                       1999          1998            1997
Current
   State and local   $595,629      $28,510       $  34,704
   Federal           1,312,000     (206,054)           -
                     1,907,629     (177,544)        34,704
Deferred               75,400         -                 -
                  $  1,983,029    $(177,544)     $  34,704


                                                                              26
                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1999, 1998 and 1997


     Deferred  tax  assets  (liabilities)  are  comprised  of the  following  at
     December 31, 1999 and 1998:

                                                         1999             1998

Unrealized (appreciation) depreciation on investments  $140,000      $   12,400
Accrued expenses                                            -            40,000
Depreciation                                                -            10,000
Net operating loss carryforwards                            -           153,000
    Net deferred tax assets                            $140,000      $  215,400

     For the year ended  December  31,  1998,  the  provision  for income  taxes
     differs  from the  amount  of  income  taxes  determined  by  applying  the
     applicable U.S.  statutory  federal tax rates to pre-tax income as a result
     of utilization of net operating loss  carryforwards and the reversal of the
     valuation allowance account.


11.   RELATED PARTIES

     All management and distribution  fees are a result of services  provided to
     the Funds.  All such services are provided  pursuant to agreements that set
     forth the fees to be  charged  for these  services.  These  agreements  are
     subject to annual review and approval by each Fund's Board of Directors and
     a   majority   of  the   Fund's   non-interested   directors.   Shareholder
     administration   fees  represented   reimbursement  of  costs  incurred  by
     subsidiaries  of  the  Company  on  behalf  of  the  open-end  Funds.  Such
     reimbursement amounted to approximately $314,100 and $286,100 for the years
     ended  December 31, 1998 and 1997. The Company  outsourced its  shareholder
     administration  in 1999. During the years ended December 31, 1999, 1998 and
     1997,  the  Funds  paid  approximately  $210,000,   $182,000  and  $63,700,
     respectively, for recordkeeping services to ISC, which paid such amounts to
     certain  brokers for performing  such services.  These  reimbursements  for
     recordkeeping services were recorded in management,  distribution,  service
     and administrative fees.

     In connection with investment management services, the Company's investment
     managers and distributor  waived  management and distribution fees from the
     Funds in the amount of  approximately  $328,800,  $180,400 and $615,700 for
     the years ended December 31, 1999, 1998 and 1997, respectively.

     Certain  officers of the Company also serve as officers and/or directors of
     the Funds.

     Commencing  August 1992, the Company has a key man life insurance policy on
     the life of the  Company's  Chairman  which  provides  for the  payment  of
     $1,000,000  to the Company upon his death.  As of December  31,  1999,  the
     policy had a cash surrender value of approximately $175,000 and is included
     in other assets in the balance sheet.
                                                                              27

                           WINMILL & CO. INCORPORATED


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1999, 1998 and 1997


12.   FINANCIAL INFORMATION BY BUSINESS SEGMENT

     The following details selected financial information by business segment.

                                    Investment      Real Estate
                                    Management      Operations          Total
1999
    Revenues                        $3,005,636     $   216,272        $3,221,908
    Investment income                   78,165             847            79,012
    Income (loss) from operations      109,733         (22,705)           87,028
    Depreciation and amortization       78,316          75,386           153,702
    Capital expenditures                 7,617         201,237           208,854
    Gross identifiable assets        8,620,008       1,470,021        10,090,029

1998
    Revenues                        $3,554,725    $     43,878        $3,598,603
    Investment income                  121,709              40           121,749
    Income (loss) from operations      676,781        (107,496)          569,285
    Depreciation and amortization       76,467          41,719           118,186
    Capital expenditures                67,232         641,504           708,736
    Gross identifiable assets        4,029,992       1,285,155         5,315,147

13.   CONTINGENCIES

     A group  called  Karpus  Investment  Management  ("KIM") at the 1997 annual
     meeting of Bull & Bear U.S. Government Securities Fund, Inc. ("BBG") sought
     to elect its slate of nominees in opposition to management  and at the 1998
     annual  meeting  of BBG  made  a  counter-solicitation  on  all  management
     proposals  and  a  solicitation  to  terminate  the  investment  management
     agreement.  On February  19, 1998,  KIM filed a lawsuit  against BBG in the
     Circuit Court for Baltimore City,  Maryland,  Case No.  9805005,  which was
     dismissed  with  prejudice on October 1, 1998.  On February  19, 1998,  BBG
     filed a lawsuit  against KIM in the United  States  District  Court for the
     Southern  District of New York,  98 Civ.  1190.  On December 22, 1998,  KIM
     filed a lawsuit  against BBG in the United  States  District  Court for the
     District of Maryland Court,  98-CV-4161 and BBG has made counterclaims.  On
     May 25, 1999, BBG and KIM announced that they had entered into a settlement
     of all  litigation  in the United  States  District  Court for the Southern
     District  of New York  and in the  United  States  District  Court  for the
     District of Maryland. In connection with the settlement, KIM sold its 12.7%
     share in the Fund of 95,175 shares to ISC for $12-7/8 per share in July and
     August 1999.

     From time to time,  the Company and/or its  subsidiaries  are threatened or
     named as defendants in litigation arising in the normal course of business.
     As of December  31, 1999,  neither the Company nor any of its  subsidiaries
     was involved in any other  litigation  that, in the opinion of  management,
     would  have  a  material  adverse  impact  on  the  consolidated  financial
     statements.

     In  July  1994,  the  Company  entered  into  a  Death  Benefit   Agreement
     ("Agreement")  with  the  Company's  Chairman.  Following  his  death,  the
     Agreement provides for annual payments,  equal to 80% of his average annual
     salary  for the three  year  period  prior to his death  subject to certain
     adjustments,  to his wife until her death. The Company's  obligations under
     the Agreement are not secured and will terminate if he leaves the Company's
     employ under  certain  conditions.  28 Selected  Quarterly  Financial  Data
     (Unaudited)



     The following sets forth the selected quarterly  financial  information for
     the years ended December 31, 1999 and 1998. The  information  presented has
     been restated to reflect BBSI as discontinued operations (See Note 2 to the
     consolidated financial statements).
<TABLE>
<CAPTION>

                                                                        Three Months Ended
                                                  March 31,      June 30,       Sept. 30,        Dec. 31,
1999
<S>                                             <C>            <C>             <C>           <C>

Revenues $                                        774,806       $992,676        $565,857      $967,581

Income from continuing operations                 $(143,754)     $63,786        $(139,147)    $267,891

Income from discontinued operations               $2,479,865     $  -           $    -        $  -

Net income                                        $2,336,111     $63,786         $(139,147)   $267,891

Income (loss) per share
   Basic
      Income from continuing operations            $(.09)        $.04           $(.08)        $.16

      Income (loss) from discontinued operations   $1.50         $  -           $  -          $  -

      Net Income                                   $1.41         $.04           $(.08)        $.16

   Diluted                                         $1.38         $.04           $(.08)        $.16

1998
Revenues $                                        901,689         $996,530      $822,880      $817,574

Income (loss) from continuing operations          $206,529        $155,539      $(14,572)     $304,333

Income (loss) from discontinued operations        $(71,350)       $(14,232)     $(42,793)     $(12,039)

Net income (loss)                                 $135,179        $141,307      $(57,365)     $292,294

Income (loss) per share
   Basic
      Income (loss) from continuing operations    $.15            $ .11         $(.01)        $.21

      Income (loss) from discontinued operations  $(.05)          $(.01)        $(.03)        $(.01)

      Net income (loss)                           $.10            $ .10         $(.04)        $.20

   Diluted                                        $.09            $ .10         $(.04)        $.20
</TABLE>


Item 9.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure

     There were no changes in or disagreements with the Company's accountants on
     accounting  and  financial  disclosure  matters  during the two years ended
     December 31, 1999. 29 PART III



Item 10. Directors and Executive Officers

     The  following  list  contains the names,  ages,  positions  and lengths of
     service of all directors and executive officers of the Company.

      Name              Position                      Years of Service       Age
                                                     Director   Officer

Bassett S. Winmill      Chairman of the Board          23        23           70

Robert D. Anderson      Vice Chairman of the Board     23        23           70

Thomas B. Winmill,      President,                     11        12           40
Esquire                 General Counsel, Director

Edward G. Webb, Jr.     Director                       14*       12**         60

Charles A. Carroll      Director                        8         -           69

Mark C. Jones           Director                        2         -           64

Steven A. Landis        Senior Vice President           -         5           44

Joseph Leung            Treasurer,                      -         5           34
                        Chief Accounting Officer

Deborah Ann Sullivan,   Vice President,Secretary,
Esquire                 Associate General Counsel       -         3           30

*1985 to 1990 and 1992 to present.

**1979 to 1990


                                                                              30

Set forth below is a description of the business experience of the directors and
executive officers of the Company during the past five years.

BASSETT S. WINMILL - Chairman of the Board of Directors.  He is also Chairman of
certain investment companies managed by Company subsidiaries.  He is a member of
the New York  Society of  Security  Analysts,  the  Association  for  Investment
Management and Research, and the International Society of Financial Analysts. He
is the father of Thomas B. Winmill and the brother-in-law of Mark C. Jones.

ROBERT D. ANDERSON - Vice  Chairman of the Board of  Directors.  He is also Vice
Chairman of certain investment  companies managed by Company subsidiaries and of
the subsidiaries of the Company.

THOMAS B. WINMILL,  ESQ. - President,  General Counsel and Director.  He is also
President of the investment  companies  managed by Company  subsidiaries  and of
certain other subsidiaries of the Company.  He is a member of the New York State
Bar. He is a son of Bassett S. Winmill and a nephew of Mark C. Jones.

EDWARD G. WEBB, JR. - Director.  He has been President of Webb Associates,  Ltd.
since 1996.  From 1990 to 1996, he was  Investment  Director for Home  Insurance
Company. Prior to that, he served as a Senior Vice President and Director of the
Company.

CHARLES A. CARROLL - Director.  From 1989 to the present, he has been affiliated
with Kalin Associates, Inc., a member firm of the New York Stock Exchange.

MARK C. JONES -  Director.  Since 1993,  he has served as  Managing  Director of
Western  Javelin LC, a general  consulting  firm.  He is the  brother-in-law  of
Bassett S. Winmill and uncle of Thomas B. Winmill.

STEVEN A. LANDIS - Senior Vice  President.  He is also Senior Vice  President of
the investment companies managed by Company  subsidiaries.  From 1993 to 1995 he
was  Associate  Director  of  Proprietary  Trading  at  Barclays  De Zoete  Wedd
Securities,  Inc.,  from  1992 to 1993 he was  Director,  Bond  Arbitrage  at WG
Trading  Company,  and from 1989 to 1992 he was Vice President of Wilkinson Boyd
Capital Markets.

JOSEPH LEUNG, CPA - Treasurer and Chief Accounting Officer. He is also Treasurer
and Chief  Accounting  Officer of the  investment  companies  managed by Company
subsidiaries. From 1992 to 1995 he held various positions with Coopers & Lybrand
L.L.P.,  a  public  accounting  firm.  From  1991 to 1992 he was the  accounting
supervisor at Retirement Systems Group, a mutual fund company.

DEBORAH ANN SULLIVAN,  ESQ. - Vice  President,  Secretary and Associate  General
Counsel. She is also Vice President,  Secretary and Associate General Counsel of
the investment companies managed by Company subsidiaries.  From 1993 to 1994 she
was a Blue Sky Paralegal for SunAmerica  Asset  Management  Corporation and from
1992 through 1993 she was Compliance  Administrator  and Blue Sky  Administrator
with Prudential Inc. and Prudential Fund Management, Inc. She is a member of the
New York State Bar.

                                                                              31

Each  director  is  elected  by the vote or  written  consent of the holder of a
majority of the Class B Common  Stock and holds office until the next meeting of
the Class B common stockholder and until his successor is elected and qualified,
or until his earlier death, resignation or removal.

Based  solely on the  information  from Forms 3, 4, and 5  furnished  to it, the
Company  believes  that the  directors,  officers,  and  owners  of more than 10
percent of the Class A Common  Stock of the Company have filed on a timely basis
reports required by Section 16(a) of the Securities  Exchange Act of 1934 during
the most recent fiscal year or prior fiscal years.


Item 11.   Executive Compensation

The following  information and tables set forth the  information  required under
the Securities  and Exchange  Commission's  executive  compensation  rules.  Any
information  not presented is omitted  because the item is not applicable or not
required since the Company qualifies as a small business issuer.

Summary Compensation Table

The following table sets forth, for the three years ended December 31, 1999, the
compensation  paid to the  chief  executive  officers  and the  other  executive
officers whose total annual salary and bonus exceeded $100,000 in 1999.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                                  Long-Term
                        Annual                                                   Compensation
                        Compensation                                              Securities          All Other
     Name And                           Salary        Bonus       Other Annual    Underlying        Compensation
Principal Position               Year     ($)          ($)       Compensation*     Options**       (a)        (b)
<S>                             <C>    <C>        <C>               <C>             <C>         <C>        <C>

Bassett S. Winmill               1999    $237,500    $215,625         -              80,000       $6,572    $5,000
    Chairman                     1998    $175,000   $  10,937         -                -          $5,355    $4,999
                                 1997    $170,000   $  17,708         -                -          $5,166    $4,750

Robert D. Anderson               1999   $  90,000  $    9,375         -              20,000       $2,968    $3,413
    Vice Chairman                1998   $  90,000  $    5,625         -                -          $2,142    $3,347
                                 1997   $  90,000  $    9,375         -                -          $2,142    $2,925

Thomas B. Winmill                1999    $187,500    $212,500         -              80,000      $   255    $5,000
    President                    1998    $140,000   $  28,750         -                 -        $   211    $4,478
                                 1997    $122,500   $  13,021         -                 -        $   177    $4,272

Steven A. Landis                 1999    $135,000   $  14,063         -              10,000      $   247    $5,000
    Senior Vice President        1998    $128,625   $  12,764         -                 -        $   296    $3,420
                                 1997    $120,667   $   7,542         -                 -        $   267    $2,564

Joseph Leung                     1999   $  99,500   $  10,208         -              20,000      $   105    $4,063
    Treasurer and                1998   $  85,542  $    5,333         -                 -        $    87    $3,391
    Chief Accounting Officer     1997   $  80,000  $    8,333         -                 -        $    76    $2,957
</TABLE>

*Information  omitted as  perquisites do not exceed the lesser of $50,000 or 10%
of the total  annual  salary  and  bonus  for the year for the  named  executive
officers.

** Includes options granted to reprice  previously  issued stock options in 1999
which were then cancelled.

(a)   Represents term life insurance
(b)   Represents Company's matching contributions to 401(k) Plan.

32


Option Grants Table

The  following  table  sets  forth,  for  the  year  ended  December  31,  1999,
information  regarding the options  granted for each of the  executive  officers
named in the Summary Compensation Table.
<TABLE>
<CAPTION>

                                                                          Potential Realizable Value At
                                                                              Assumed Annual Rates Of
                                                                           Stock Price Appreciation For
                                 Individual Grants                                 Option Term

                              Number Of      % of Total
                              Securities      Options
                              Underlying     Granted To
                               Options       Employees In   Exercise   Expiration
Name                           Granted        Fiscal Year    Price       Date           5%              10%
<S>                            <C>              <C>         <C>        <C>           <C>            <C>

Bassett S. Winmill              40,000           16          2.6125     9/07/04       $28,870        $63,800
                                40,000*          16          3.6949     3/02/04       $40,830        $90,230
Thomas B. Winmill               40,000           16          2.6125     9/07/04       $28,870        $63,800
                                40,000*          16          3.6949     3/02/04       $40,830        $90,230
Robert D. Anderson              10,000            4          2.375      9/07/04        $6,560        $14,500
                                10,000*           4          3.3594     3/02/04        $9,280        $40,500
Steven A. Landis                 5,000            2          2.375      9/07/04        $3,280        $ 7,250
                                 5,000*           2          3.3594     3/02/04        $4,640        $10,250
Joseph Leung                    10,000            4          2.375      9/07/04        $6,560        $14,500
                                10,000*           4          3.3594     3/02/04        $9,280        $20,500
</TABLE>

All of the above options are exercisable as of December 31, 1999.

* Stock options  cancelled in connection with repricing of stock options granted
9/7/99.

Aggregated Option Exercises and Fiscal Year-End Option Value Table

The  following  table  sets  forth,  for  the  year  ended  December  31,  1999,
information regarding the outstanding options for each of the executive officers
named in the Summary Compensation Table.


                                                Number of
                                                Securities            Value of
                                                Underlying           Unexercised
                     Number of                 Unexercised          In-The-Money
                      Shares                     Options at           Options at
                     Acquired        Dollar      12-31-99 (#)       12-31-99 ($)
                        On           Value      Exercisable/        Exercisable/
          Name        Exercise      Realized    Unexercisable      Unexercisable

Bassett S. Winmill       0             $0         40,000 / 0          $0 / $0
Thomas B. Winmill        0             $0         40,000 / 0          $0 / $0
Robert D. Anderson       0             $0         35,000 / 0      $1,876 / $0
Steven A. Landis         0             $0         25,000 / 0      $1,876 / $0
Joseph Leung             0             $0         20,000 / 0          $0 / $0

                                                                              33



Option Repricings

On September 7, 1999,  the Board of Directors  reviewed the stock options issued
on March 2,  1999 to  employees  of the  Company  under  the Plan  which  had an
exercise  price  higher  than the market  price of the Common  Stock.  The Board
concluded  that in light of the  disparity  between the  exercise  price of such
options and the then current  market price of the Common  Stock,  the options no
longer provided the desired incentive to option holders.  The Board of Directors
unanimously  approved the grant of replacement stock options for those issued on
March  2,  1999  and  additionally  the  grant  of  options  under  the  Plan to
non-employee directors.

The  following  table  sets  forth,  for  the  year  ended  December  31,  1999,
information  regarding  the  repricing  on  options  for  each of the  executive
officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>

                                                                                                        Length Of
                                          Number Of                                                      Original
                                         Securities      Market Price       Exercise                    Option Term
                                          Underlying      Of Stock At       Price At        New          Remaining
                                           Options           Time Of        Time Of       Exercise       At Date Of
Name                          Date         Repriced         Repricing       Repricing      Price         Repricing
<S>                          <C>           <C>               <C>            <C>           <C>            <C>
Bassett S. Winmill            9/07/99       40,000            2.375          3.6949        2.6125         4.5 years
Thomas B. Winmill             9/07/99       40,000            2.375          3.6949        2.6125         4.5 years
Robert D. Anderson            9/07/99       10,000            2.375          3.3594         2.375         4.5 years
Steven A. Landis              9/07/99        5,000            2.375          3.3594         2.375         4.5 years
Joseph Leung                  9/07/99       10,000            2.375          3.3594         2.375         4.5 years
</TABLE>

Long-Term Incentive Plan Awards Table

There  were no  long-term  incentive  plan  awards  made  during  the year ended
December 31, 1999 to the executive  officers  named in the Summary  Compensation
Table.

Compensation of Directors

Edward  G.  Webb,  Jr.,  Charles  A.  Carroll  and Mark C.  Jones  were the only
individuals  who  received  compensation  for their  service as directors of the
Company in 1999.  They were each paid $500 per quarter as a retainer  and $2,000
per quarterly  meeting  attended plus expenses.  For the year ended December 31,
1999,  Mr. Webb was paid $10,000 for attending  three  regular  meetings and one
special  meeting,  and Mr.  Carroll  and Mr.  Jones were paid  $12,000  each for
attending  all four regular  meetings  and one special  meeting.  Mr. Webb,  Mr.
Carroll and Mr. Jones each received an option to purchase 10,000 shares of Class
A Common Stock at an exercise price of $2.375 per share in September 1999.

Employment Contracts

The Company has no employment or termination contracts with any of its employees
except to the  extent of the  agreement  described  in Note 13 to the  financial
statements.

1995 Long-Term Incentive Plan

On December 6, 1995,  the Board of  Directors of the Company  ("Board") and the
Class B voting  common  stockholder  adopted  the Bull & Bear Group,  Inc.  1995
Long-Term  Incentive Plan ("Plan"),  under which options and stock-based  awards
(collectively, "Awards") may be made to directors, officers and employees of the
Company or its  subsidiaries.  The Plan was amended by the Board and the Class B
voting  common  stockholder  on February 5, 1996,  October 29, 1997 and in March
1999. The amended Plan is described below.

                                                                              34

The  purpose  of the Plan is to  assist  the  Company  and its  subsidiaries  in
attracting and retaining highly  competent  officers and directors and otherwise
on behalf of the  Company.  The Plan also  acts as an  incentive  in  motivating
selected  officers and key  employees  to achieve  long-term  objectives  of the
Company, which will inure to the benefit of all stockholders of the Company. Any
proceeds  raised by the Company under the Plan will be used for working  capital
purposes.

General Provisions

Duration of the Plan; Share  Authorization.  The Plan will terminate on December
6, 2005, unless terminated earlier by the Board.

Six hundred  thousand  (600,000)  shares of the  Company's  Class A Common Stock
("Shares")  are  available  for Awards under the Plan.  The Shares to be offered
under the Plan are  authorized and unissued  Shares,  or issued Shares that have
been  reacquired by the Company and held in its  treasury.  Holders of Shares do
not have voting rights except as specifically  provided by the Delaware  General
Corporation Law.

Shares  covered  by any  unexercised  portions  of  terminated  options,  Shares
forfeited by  Participants,  and Shares subject to any Awards that are otherwise
surrendered by a Participant without receiving any payment or other benefit with
respect  thereto may again be subject to new Awards under the Plan. In the event
the purchase price of an option or tax withholding  relating to an Award is paid
in whole or in part  through  the  delivery  of  Shares,  the  number  of Shares
issuable  in  connection  with  the  exercise  of the  option  may not  again be
available for the grant of Awards under the Plan.

Plan  Administration.  The Plan is  administered  by the  Board or Stock  Option
Committee  ("Committee") of the Board. The Committee is composed of at least two
directors of the Company,  each of whom is a "Non-Employee  Director" as defined
in Rule 16b-3  promulgated  by the SEC ("Rule  16b-3")  under  Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). When the Committee
is  administering  the Plan, the Committee will determine the officers and other
key employees who will be eligible for and granted Awards,  determine the amount
and type of Awards,  establish and modify  administrative  rules relating to the
Plan,  impose  such  conditions  and  restrictions  on Awards  as it  determines
appropriate  and take such other action as may be necessary or advisable for the
proper   administration  of  the  Plan.  The  Committee  may,  with  respect  to
Participants  who are not subject to Section 16 of the  Exchange  Act,  delegate
such of its  powers  and  authority  under the Plan as it deems  appropriate  to
certain officers or employees of the Company.

Plan Participants.  Any employee of the Company or its subsidiaries,  whether or
not a director of the  Company,  may be selected by the  Committee to receive an
Award under the Plan.  Non-Employee  Directors  shall receive such Awards (other
than Incentive Stock Options) as the Board in its discretion may designate.

Awards Available Under the Plan

Awards  to  employees  under  the Plan may  take  the form of stock  options  or
Restricted  Share  Awards.  Awards  under  the Plan may be  granted  alone or in
combination with other Awards.  The  consideration  for issuance of Awards under
the Plan is the continued  services of the employees and non-employee  directors
to the Company and its subsidiaries.

Stock Options Granted to Employees.  Stock options  ("Incentive  Stock Options")
meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto ("Code"),  and stock options
that do not meet such  requirements  ("Non-Qualified  Stock  Options")  are both
available for grant to employees under the Plan.

                                                                              35

The term of each option will be determined by the Committee,  but no option will
be  exercisable  more than ten years after the date of grant.  If,  however,  an
Incentive Stock Option is granted to a Participant  who, at the time of grant of
the  option,  owns (or is deemed to own under  Section  424(d) of the Code) more
than 10% (a "Ten Percent  Shareholder")  of the Company's  Class B common stock,
par value  $0.01 per share  ("Company  Voting  Securities"),  the  option is not
exercisable  more than five years  after the date of grant.  Options may also be
subject to restrictions on exercise,  such as exercise in periodic installments,
performance targets and waiting periods, as determined by the Committee.

The exercise price of each option is determined by the Committee;  however,  the
per share exercise price of an option must be at least equal to 100% of the Fair
Market Value (as defined  below) of a Share on the date of grant of such option.
If, however, an Incentive Stock Option is granted to a Ten Percent  Shareholder,
the per share exercise price of the option must be at least equal to 110% of the
Fair Market  Value of a Share on the date of grant of such  option.  Fair Market
Value of a Share means,  as of any given date,  the most recently  reported sale
price of a Share on such  date as of the time when  Fair  Market  Value is being
determined on the principal national securities exchange on which the Shares are
then  traded  or, if the Shares  are not then  traded on a  national  securities
exchange, the most recently reported sale price of the Shares on such date as of
the time  when  Fair  Market  Value is being  determined  on  Nasdaq;  provided,
however,  that,  if there were no sales  reported  as of such date,  Fair Market
Value is the last sale price  previously  reported.  In the event the Shares are
not  admitted to trade on a  securities  exchange or quoted on Nasdaq,  the Fair
Market Value of a Share as of any given date is as  determined  in good faith by
the Committee.  Notwithstanding the foregoing,  the Fair Market Value of a Share
will never be less than par value per share.

Subject to whatever  installment  exercise  and waiting  period  provisions  the
Committee  may impose,  options may be exercised in whole or in part at any time
prior to  expiration of the option by giving  written  notice of exercise to the
Company  specifying  the number of Shares to be  purchased.  Such notice must be
accompanied  by  payment  in  full of the  purchase  price  in such  form as the
Committee may accept  (including  payment in accordance with a cashless exercise
program under which, if so instructed by the  Participant,  Shares may be issued
directly  to the  Participant's  broker or dealer upon  receipt of the  purchase
price in cash from the broker or dealer). If and to the extent determined by the
Committee in its  discretion  at or after grant,  payment in full or in part may
also be made in the form of Shares duly owned by the Participant  (and for which
the Participant has good title, free and clear of any liens and encumbrances) or
by reduction in the number of Shares  issuable upon such exercise based, in each
case,  on the  Fair  Market  Value of the  Shares  on the  date  the  option  is
exercised.  In the case of an Incentive Stock Option, however, the right to make
payment of the purchase  price in the form of Shares may be  authorized  only at
the time of grant.  Stock options  granted  under the Plan are not  transferable
except by will or the laws of descent  and  distribution  and may be  exercised,
during the Participant's lifetime, only by the Participant.

Unless the Committee provides for a shorter period of time, upon a Participant's
termination  of  employment  other  than by reason of death or  disability,  the
Participant  may,  within  three  months  from the date of such  termination  of
employment,  exercise all or any part of his or her options as were  exercisable
at the date of termination of employment but only if (x) the Participant resigns
or retires and the Committee  consents to such resignation or retirement and (y)
such termination of employment is not for cause. In no event,  however,  may any
option  be  exercised  after the time when it would  otherwise  expire.  If such
termination of employment is for cause or the Committee does not so consent, the
right of such Participant to exercise such options will terminate at the date of
termination of employment.

Further,  unless the  Committee  provides for a shorter  period of time,  upon a
Participant's  becoming  disabled (such date being the "Disability  Date"),  the
Participant  may, within one year after the Disability  Date,  exercise all or a
part of his or her options that were  exercisable  upon such Disability Date. In
no event,  however,  may any  option be  exercised  after the time when it would
otherwise expire.


                                                                              36



Further,  unless the  Committee  provides for a shorter  period of time,  in the
event of the death of a  Participant  while  employed by the Company or prior to
the expiration of the option as provided for in the event of disability,  to the
extent all or any part of the option was  exercisable as of the date of death of
the  Participant,  the right of the  Participant's  beneficiary  to exercise the
option  will  expire  upon  the  expiration  of one  year  from  the date of the
Participant's  death (but in no event more than one year from the  Participant's
Disability Date) or on the stated  termination date of the option,  whichever is
earlier. In the event of the Participant's death, the Committee may, in its sole
discretion,  accelerate  the right to exercise all or any part of an Option that
would not otherwise be exercisable.

To the extent all or any part of an option was not exercisable as of the date of
a Participant's termination of employment, such right will expire at the date of
such termination of employment. Notwithstanding the foregoing, the Committee, in
its sole discretion and under such terms as it deems  appropriate,  may permit a
Participant  who will  continue  to render  significant  services to the Company
after his or her  termination  of employment to continue to accrue  service with
respect to the right to exercise  his or her options  during the period in which
the individual continues to render such services.

Restricted  Shares.  The  Committee  may award  restricted  Shares  ("Restricted
Shares") to a Participant. Such a grant gives a Participant the right to receive
Shares  subject to a risk of  forfeiture  based  upon  certain  conditions.  The
forfeiture  restrictions on the Restricted  Shares may be based upon performance
standards,  length of service or other  criteria as the Committee may determine.
Until all  restrictions  are  satisfied,  lapsed or  waived,  the  Company  will
maintain control over the Restricted Shares but the Participant will be entitled
to receive  dividends on the  Restricted  Shares;  provided,  however,  that any
Shares  distributed  as a dividend or otherwise  with respect to any  Restricted
Shares as to which the  restrictions  have not yet lapsed will be subject to the
same  restrictions as such Restricted  Shares.  When all restrictions  have been
satisfied  and/or  waived  or have  lapsed,  the  Company  will  deliver  to the
Participant or, in the case of the Participant's  death, his or her beneficiary,
stock  certificates  for  the  appropriate   number  of  Shares,   free  of  all
restrictions (except those imposed by law). None of the Restricted Shares may be
assigned  or  transferred  (other  than  by  will or the  laws  of  descent  and
distribution),  pledged  or sold  prior to lapse or  release  of the  applicable
restrictions.

All of a Participant's Restricted Shares and rights thereto are forfeited to the
Company  unless the  Participant  continues in the service of the Company or any
parent or subsidiary of the Company as an employee  until the  expiration of the
forfeiture  period,  and all other  applicable  restrictions  of the  Restricted
Shares.   Notwithstanding  the  foregoing,   the  Committee  may,  in  its  sole
discretion, waive the forfeiture period and any other applicable restrictions on
a Participant's  Restricted  Share Award,  provided that the Participant must at
that  time have  completed  at least  one year of  employment  after the date of
grant.

Awards Granted to Non-Employee  Directors.  Non-Employee  Directors are eligible
only to receive Non-Qualified Stock Options and Awards of Restricted Shares. All
such grants may be made only by the Board.  The terms and conditions  applicable
to grants of such Awards to Non-Employee  Directors  (except where  specifically
stated  herein to the  contrary)  are the same as those  applicable to grants of
Non-Qualified Options and Restricted Shares to employees, except that references
to (a) the Committee  shall be deemed to refer to the Board (b) employees  shall
be deemed to refer to  Non-Employee  Directors and (c) termination of employment
shall be deemed to refer to termination of service.

Termination and Amendment

The Board may amend or terminate the Plan at any time it is deemed  necessary or
appropriate;  provided,  however,  that no  amendment  may be made,  without the
affirmative  approval  of the holder of Company  Voting  Securities,  that would
require stockholder  approval under Rule 16b-3, the Code or other applicable law
unless the Board  determines  that compliance with Rule 16b-3 and/or the Code is
no longer desired.




37 Except as provided by the Committee,  in its sole discretion,  at the time of
an Award or pursuant to certain antidilution provisions (as discussed below), no
Award  granted  under the Plan to a  Participant  may be modified  (unless  such
modification does not materially decrease the value of the Award) after the date
of grant  except by  express  written  agreement  between  the  Company  and the
Participant,  provided that any such change (a) may not be inconsistent with the
terms of the Plan, and (b) must be approved by the Committee.

The Board has the right  and the  power to  terminate  the Plan at any time.  No
Award may be granted under the Plan after the  termination  of the Plan, but the
termination of the Plan will not have any other effect and any Award outstanding
at the time of the termination of the Plan may be exercised after termination of
the Plan at any  time  prior to the  expiration  date of such  Award to the same
extent such Award would have been exercisable had the Plan not terminated.

Antidilution Provisions

Recapitalization.  The number and kind of shares subject
to outstanding  Awards, the purchase price or exercise price of such Awards, and
the number and kind of shares  available for Awards  subsequently  granted under
the Plan will be  appropriately  adjusted to reflect any stock  dividend,  stock
split, combination or exchange of shares, merger,  consolidation or other change
in capitalization  with a similar substantive effect upon the Plan or the Awards
granted  under the Plan.  The  Committee  has the power and sole  discretion  to
determine  the  nature  and  amount of the  adjustment  to be made in each case.
However,  in no event will any adjustment be made in accordance  with the Plan's
antidilution  provisions  to any  previous  grant  of  Restricted  Shares  if an
adjustment  has been or will be made to the Shares  awarded to a Participant  in
such person's capacity as a stockholder.

Sale or  Reorganization.  After any  reorganization,  merger or consolidation in
which  the  Company  is the  surviving  entity,  each  Participant  will,  at no
additional cost, be entitled upon the exercise of an Award  outstanding prior to
such  event,  and in  connection  with the payout  after such event of any Award
outstanding  at the time of such  event,  to receive  (subject  to any  required
action  by  stockholders),  in  lieu  of the  number  of  Shares  receivable  or
exercisable  pursuant to such option, the number and class of shares of stock or
other securities to which such Participant  would have been entitled pursuant to
the terms of the reorganization, merger or consolidation if, at the time of such
reorganization, merger or consolidation, such Participant had been the holder of
record of a number  of  Shares  equal to the  number  of  Shares  receivable  or
exercisable  pursuant  to such  Award.  Comparable  rights  will  accrue to each
Participant   in  the   event  of   successive   reorganizations,   mergers   or
consolidations of the character described above.

Options to  Purchase  Stock of  Acquired  Companies.  After any  reorganization,
merger  or  consolidation  in which  the  Company  is a  surviving  entity,  the
Committee  may  grant  substituted  options  under the  provisions  of the Plan,
pursuant to Section 424 of the Code,  replacing old options granted under a plan
of another  party to the  reorganization,  merger or  consolidation  whose stock
subject to the old  options  may no longer be issued  following  such  merger or
consolidation.  The  foregoing  adjustments  and  manner of  application  of the
foregoing provisions will be determined by the Committee in its sole discretion.
Any such  adjustments may provide for the  elimination of any fractional  Shares
that might otherwise become subject to any options.

Loans

The  Company is  entitled,  if the  Committee  in its sole  discretion  deems it
necessary  or  desirable,  to lend money to a  Participant  for  purposes of (a)
exercising  his or her rights under an Award  hereunder or (b) paying any income
tax  liability  related  to  an  Award;  provided,  however,  that  Non-Employee
Directors are not eligible to receive such loans and provided, further, that the
portion of the per share  exercise price of an option equal to the par value per
Share  may  not be paid by  means  of a  promissory  note.  Such a loan  must be
evidenced  by a recourse  promissory  note  payable to the order of the  Company
executed by the  Participant  and containing  such other terms and conditions as
the  Committee  may deem  desirable.  The  interest  rate on such  loans must be
sufficient to avoid imputed interest under the Code.

                                                        38



Item 12.   Security Ownership of Certain Beneficial Owners and Management.

(a)  Bassett S.  Winmill,  Chairman of the Board of  Directors,  owns all of the
     issued and outstanding  shares of the Company's Class B Common Stock, which
     represents 100% of the Company's voting securities.

(b)  The  following  table sets forth,  as of  December  31,  1999,  information
     relating to beneficial  ownership by  individual  directors of the Company,
     executive officers named in the Summary Compensation Table and by directors
     and executive  officers of the Company as a group, of the currently  issued
     and outstanding Class A Common Stock of the Company.


                                Amount and Nature of           Percent
Name of Beneficial Owner       Beneficial Ownership (7)        of Class
 Bassett S. Winmill                    316,104 (1)              18.9%
 Thomas B. Winmill                     162,520 (2)               9.7%
 Robert D. Anderson                    104,414 (3)               6.3%
 Edward G. Webb, Jr.                    28,664 (4)               1.7%
 Charles A. Carroll                     25,000 (5)               1.5%
 Steven A. Landis                       25,000 (4)               1.5%
 Joseph Leung                           20,000 (6)               1.2%

 All directors and executive           691,702                   40.8%
officers as a group (8 persons)

(1)  Includes  options  exercisable  to purchase  40,000  shares at December 31,
     1999.

(2)  Includes  5,000 and 5,000 shares held by Thomas B. Winmill's wife and sons,
     respectively  of  which  he  disclaims  beneficial  ownership  and  options
     exercisable to purchase 40,000 shares.

(3)  Includes options exercisable to purchase 35,000 shares.

(4)  Includes options exercisable to purchase 25,000 shares.

(5)  Includes options exercisable to purchase 10,000 shares.

(6)  Includes options exercisable to purchase 20,000 shares.

(7)  The nature of the beneficial  ownership for all the Class A Common Stock is
     investment power.


Item 13. Certain Relationships and Related Transactions

The  following  sets  forth  the  reportable  items  regarding  indebtedness  of
management  in excess of  $60,000.  In  connection  with the  exercise  of stock
options and related tax  expense,  the Company  received  notes with an interest
rate of 4.47% per annum payable on December 15, 2003.


                                          Largest                   Amount
                                         Amount of              Outstanding at
Name and Relationship                   Indebtedness           December 31, 1999
Bassett S. Winmill, Chairman              $297,996                  $297,996
Thomas B. Winmill, President              $201,225                  $201,225

                                                                              39

                                     PART IV


Item 14. Exhibits,  Consolidated Financial Statements and Schedules, and Reports
on Form 8-K

(a)  (1) Financial Statements
          See  Item 8 for a list of the  financial  statements  filed as part of
          this report.

     (2)  Financial Statement Schedules by Regulation S-X are not required under
          the related instructions or are inapplicable,  and therefore have been
          omitted.

     (3)  Exhibits

          (2) Not applicable

          (3)  Certificate of Incorporation as amended October 24, 1989 as filed
               as an exhibit to Form 10-K for the year ended  December  31, 1992
               and   incorporated   herein   by   reference;    Certificate   of
               Incorporation  as amended April 1, 1999 as filed as an exhibit to
               Form 10-K/A for the year ended December 31, 1998 and incorporated
               herein by  reference;  By-Laws  amended  as of October 1, 1993 as
               filed as an exhibit to Form 10-K for the year ended  December 31,
               1993 and incorporated herein by reference, and By-Laws amended as
               of April 1, 1999 as filed as an  exhibit  to Form  10-K/A for the
               year  ended  December  31,  1998  and   incorporated   herein  by
               reference.

          (4)  Instruments  defining the rights of security  holders,  including
               indentures (see Article Four of Certificate of Incorporation).

          (9)  Not applicable.

          (10) Material Contracts

               (a)  Investment Management Agreements,  Distribution  Agreements,
                    Plans  of  Distribution   ("12b-1  Plans")  and  Shareholder
                    Administration   Agreements  between   subsidiaries  of  the
                    Company and the Funds and Non-Exclusive  License  Agreements
                    between the Company and the Funds:
<TABLE>
<CAPTION>

                                                                              Shareholder   Non-Exclusive
                                          Management  Distribution    12b-1  Administration    License
            Fund                          Agreement     Agreement     Plan     Agreement       Agreement

<S>                                          <C>           <C>        <C>         <C>             <C>

(i)    Dollar Reserves, Inc.                 (1)           (1)        (1)         (2)             (5)
(ii)   Midas Investors Ltd.                  (1)           (1)        (1)         (2)             (5)
(iii)  Global Income Fund, Inc.              (6)           -          -           -               (5)
(iv)   Midas U.S. and Overseas Fund, Ltd.    (1)           (1)        (1)         (2)             (5)
(v)    Midas Special Equities Fund, Inc.     (1)           (1)        (1)         (2)             (5)
(vi)   Tuxis Corporation                     (6)           -          -           -               (5)
(vii)  Bexil Corporation                     (6)           -          -           -               (5)
(viii) Midas Fund, Inc.                      (3)           (3)        (3)         (3)             (5)
(ix)   Midas Magic, Inc.                     (4)           (4)        (4)         (4)             (5)
</TABLE>

                    (1)  Filed as  exhibits  to Form  10-K  for the  year  ended
                         December 31, 1993 and incorporated herein by reference.

                    (2)  Filed as  exhibits  to Form  10-K  for the  year  ended
                         December 31, 1994 and incorporated herein by reference.

                    (3)  Filed as  exhibits  to Form  10-K  for the  year  ended
                         December 31, 1995 and incorporated herein by reference.

                    (4)  Filed as  exhibits  to Form  10-K  for the  year  ended
                         December 31, 1996 and incorporated herein by reference.

                                                                              40

                    (5)  Filed as  exhibits  to Form  10-K  for the  year  ended
                         December 31, 1997 and incorporated herein by reference.

                    (6)  Filed as  exhibits  to Form  10-K  for the  year  ended
                         December 31, 1999 and filed herein.

               (b)  Bull & Bear Group,  Inc. 1995 Long-Term  Incentive  Plan, as
                    adopted December 6, 1995 and amended February 6, 1996, filed
                    as exhibit to Form 10-K for the year ended December 31, 1995
                    and incorporated herein by reference.

               (c)  Section  422A  Incentive   Stock  Option  Plan,  as  adopted
                    December 5, 1990, filed as exhibit to Form 10-K for the year
                    ended   December  31,  1990  and   incorporated   herein  by
                    reference.

               (d)  Investment   Management   Transfer  Agreements  between  the
                    investment management  subsidiaries of the Company and filed
                    as exhibit to Form 10-K for the year ended December 31, 1992
                    and incorporated herein by reference.

               (e)  Bull & Bear  Investment  Plan,  filed as an  exhibit to Form
                    10-K for the year ended  December 31, 1993 and  incorporated
                    herein by reference.

               (f)  Death  Benefit  Agreement  dated July 22,  1994 and filed as
                    exhibit to Form 10-K for the year ended  December  31,  1994
                    and incorporated herein by reference.

               (g)  Bull & Bear Group, Inc. Incentive Stock Option Agreement for
                    Employees-  Bassett S.  Winmill  filed as an exhibit to Form
                    10-K for the year ended  December 31, 1995 and  incorporated
                    herein by reference.

               (h)  Bull & Bear Group, Inc. Incentive Stock Option Agreement for
                    Employees-  Robert D.  Anderson  filed as an exhibit to Form
                    10-K for the year ended  December 31, 1995 and  incorporated
                    herein by reference.

               (i)  Bull & Bear Group, Inc. Incentive Stock Option Agreement for
                    Employees-  Mark C. Winmill filed as an exhibit to Form 10-K
                    for the year ended December 31, 1995 and incorporated herein
                    by reference.

               (j)  Bull & Bear Group, Inc. Incentive Stock Option Agreement for
                    Employees-  Thomas B.  Winmill  filed as an  exhibit to Form
                    10-K for the year ended  December 31, 1995 and  incorporated
                    herein by reference.

               (k)  Bull & Bear Group, Inc. Incentive Stock Option Agreement for
                    Employees- Steven A. Landis filed as an exhibit to Form 10-K
                    for the year ended December 31, 1995 and incorporated herein
                    by reference.

               (l)  Bull & Bear Group,  Inc. Stock Option  Agreement - Edward G.
                    Webb,  Jr.  filed as an  exhibit  to Form  10-K for the year
                    ended   December  31,  1995  and   incorporated   herein  by
                    reference.

               (m)  Bull & Bear Group,  Inc. Stock Option Agreement - Charles A.
                    Carroll  filed as an exhibit to Form 10-K for the year ended
                    December 31, 1995 and incorporated herein by reference.


                                                                              41

               (n)  Bull & Bear Group,  Inc. 1995 Long-Term  Incentive Plan, (as
                    Amended  and  Restated  as of October  29,  1997),  filed as
                    exhibit to Form 10-K for the year ended  December  31,  1997
                    and incorporated herein by reference.

               (o)  Option  Certificate  for  Bassett  S.  Winmill  filed  as an
                    exhibit to Form 10-K for the year ended  December  31,  1997
                    and incorporated herein by reference.

               (p)  Option  Certificate  for  Edward G.  Webb,  Jr.  filed as an
                    exhibit to Form 10-K for the year ended  December  31,  1997
                    and incorporated herein by reference.

               (q)  Option  Certificate  for  Charles  A.  Carroll  filed  as an
                    exhibit to Form 10-K for the year ended  December  31,  1997
                    and incorporated herein by reference.

               (r)  Option Certificate for Thomas B. Winmill filed as an exhibit
                    to Form  10-K  for the  year  ended  December  31,  1997 and
                    incorporated herein by reference.

               (s)  Option  Certificate  for  Robert  D.  Anderson  filed  as an
                    exhibit to Form 10-K for the year ended  December  31,  1997
                    and incorporated herein by reference.

               (t)  Purchase  Agreement,  dated as of December 17, 1998,  by and
                    among Bull & Bear Group, Inc., Bull & Bear Securities,  Inc.
                    and RBC Holdings (USA) Inc., with all exhibits thereto filed
                    as  an  exhibit  to  Form  8-K  on  December  18,  1998  and
                    incorporated herein by reference.

          (11) Statement Regarding Computation of Per Share Earnings

          (12) Not applicable.

          (13) Not applicable.

          (16) Not applicable.

          (18) Not applicable.

          (21) Wholly-Owned Subsidiaries of the Company

          (22) Not applicable.

          (23) Not applicable.

          (24) Not applicable.

          (27) Not applicable.

          (28) Not applicable.

          (99) Not applicable.

     (b)  Reports on Form 8-K. No reports on Form 8-K were filed during the last
          quarter of the period covered by this report.




                                                                              42
                                   SIGNATURES


Pursuant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934,  the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                      WINMILL & CO. INCORPORATED
                                                Formerly BULL & BEAR GROUP, INC.



March 30, 2000                              By:     /s/ Joseph Leung
                                                    Joseph Leung
                                             Treasurer, Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been  signed by the  following  persons on behalf of the  Company and in the
capacities and on the dates indicated.


March 30, 2000                              By:     /s/ Bassett S. Winmill
                                                    Bassett S. Winmill,
                                                 Chairman of the Board, Director


March 30, 2000                              By:     /s/ Robert D. Anderson
                                                    Robert D. Anderson,
                                                    Vice Chairman, Director


March 30, 2000                              By:     /s/ Thomas B. Winmill
                                                    Thomas B. Winmill, Esq.
                                                    President, General Counsel,
                                                    Director


March 30, 2000                              By:     /s/ Edward G. Webb, Jr.
                                                    Edward G. Webb, Jr.
                                                    Director


March 30, 2000                              By:
                                                    Charles A. Carroll,
                                                    Director


March 30, 2000                              By:     /s/ Mark C. Jones
                                                    Mark C. Jones,
                                                    Director

                                                                              43

                                INDEX TO EXHIBITS


(3)  Exhibits

     (10) Material Contracts

               (a)  Investment  Management  Agreement  between Bexil Corporation
                    and CEF Advisers, Inc.

               (b)  Investment  Management Agreement between Global Income Fund,
                    Inc. and CEF Advisers, Inc.

               (c)  Investment  Management  Agreement  between Tuxis Corporation
                    and CEF Advisers, Inc.

     (11) Statement Regarding Computation of Per Share Earnings

     (21) Wholly-Owned Subsidiaries of the Company

                                                                              44
                                                                   EXHIBIT 10(a)
                                                                     ITEM 1 OF 1

                         INVESTMENT MANAGEMENT AGREEMENT


AGREEMENT  made on March 8, 2000, by and between BEXIL  CORPORATION,  a Maryland
corporation  (the "Fund") and CEF ADVISERS,  INC., a Delaware  corporation  (the
"Investment Manager").

WHEREAS the Fund intends to register under the  Investment  Company Act of 1940,
as amended (the "1940 Act"), as a closed-end management investment company; and

WHEREAS,  the Fund desires to retain the Investment  Manager to furnish  certain
investment  advisory  and  portfolio  management  services to the Fund,  and the
Investment Manager desires to furnish such services;

NOW THEREFORE,  in  consideration  of the mutual promises and agreements  herein
contained  and other good and  valuable  consideration,  the receipt of which is
hereby acknowledged, it is hereby agreed between the parties hereto as follows:

1.   The Fund hereby employs the Investment Manager to manage the investment and
     reinvestment of its assets, including the regular furnishing of advice with
     respect to the Fund's  portfolio  transactions  subject at all times to the
     control and oversight of the Fund's Board of Directors,  for the period and
     on the terms set forth in this  Agreement.  The  Investment  Manager hereby
     accepts  such  employment  and  agrees  during  such  period to render  the
     services  and  to  assume  the  obligations   herein  set  forth,  for  the
     compensation herein provided. The Investment Manager shall for all purposes
     herein  be  deemed  to be  an  independent  contractor  and  shall,  unless
     otherwise expressly provided or authorized, have no authority to act for or
     represent the Fund in any way, or otherwise be deemed an agent of the Fund.

2.   The Fund assumes and shall pay all the expenses required for the conduct of
     its business including,  but not limited to, salaries of administrative and
     clerical personnel,  brokerage commissions,  taxes, insurance,  fees of the
     transfer agent,  custodian,  legal counsel and auditors,  association fees,
     costs of filing,  printing  and  mailing  proxies,  reports  and notices to
     shareholders,  preparing,  filing and printing the prospectus and statement
     of  additional   information,   payment  of   dividends,   costs  of  stock
     certificates,  costs  of  shareholders  meetings,  fees of the  independent
     directors,  necessary  office space  rental,  all expenses  relating to the
     registration or  qualification  of shares of the Fund under applicable Blue
     Sky laws and  reasonable  fees and expenses of counsel in  connection  with
     such registration and qualification and such non-recurring  expenses as may
     arise,  including,  without  limitation,   actions,  suits  or  proceedings
     affecting  the Fund and the  legal  obligation  which  the Fund may have to
     indemnify its officers and directors with respect thereto.

3.   If requested by the Fund's Board of Directors,  the Investment  Manager may
     provide  other  services  to the Fund  such  as,  without  limitation,  the
     functions of billing,  accounting,  certain shareholder  communications and
     services,  administering  state  and  Federal  registrations,  filings  and
     controls and other administrative  services.  Any services so requested and
     performed  will  be for the  account  of the  Fund  and  the  costs  of the
     Investment  Manager in rendering  such services  shall be reimbursed by the
     Fund,  subject to  examination  by those  directors of the Fund who are not
     interested persons of the Investment  Manager or any affiliate thereof.  4.
     The services of the Investment Manager are not to be deemed exclusive,  and
     the Investment  Manager shall be free to render similar  services to others
     in addition to the Fund so long as its services  hereunder are not impaired
     thereby.

                                                                              45

5.   The  Investment  Manager shall create and maintain all necessary  books and
     records in accordance  with all  applicable  laws,  rules and  regulations,
     including but not limited to records  required by Section 31(a) of the 1940
     Act and the rules thereunder, as the same may be amended from time to time,
     pertaining to the investment  management services performed by it hereunder
     and not otherwise  created and  maintained  by another party  pursuant to a
     written  contract with the Fund.  Where  applicable,  such records shall be
     maintained  by the  Investment  Manager  for the  periods and in the places
     required by Rule 31a-2 under the 1940 Act. The books and records pertaining
     to the Fund which are in the possession of the Investment  Manager shall be
     the   property   of  the  Fund.   The  Fund,   or  the  Fund's   authorized
     representatives,  shall have  access to such books and records at all times
     during the Investment  Manager's normal business hours. Upon the reasonable
     request of the Fund, copies of any such books and records shall be provided
     by  the   Investment   Manager  to  the  Fund  or  the  Fund's   authorized
     representatives.

6.   As compensation for its services provided  pursuant to this Agreement,  the
     Fund will pay to the Investment Manager a fee from its assets,  such fee to
     be computed  weekly and paid monthly in arrears at the annual rate of 0.70%
     of the first $250 million,  0.625% from $250 million to $500  million,  and
     0.50% over $500 million of the Fund's net assets. If this Agreement becomes
     effective or terminates before the end of any month, the fee for the period
     from the  effective  date to the end of the month or from the  beginning of
     such  month  to the  date of  termination,  as the  case  may be,  shall be
     protected  according to the proportion  which such period bears to the full
     month in which such effectiveness or termination occurs.

7.   The   Investment   Manager   shall   direct   portfolio   transactions   to
     broker/dealers  for  execution on terms and at rates which it believes,  in
     good faith,  to be reasonable in view of the overall  nature and quality of
     services provided by a particular  broker/dealer,  including  brokerage and
     research  services  and sales of shares of the Fund and shares of the other
     funds in the Midas fund complex.  The Investment  Manager may also allocate
     portfolio  transactions  to  broker/dealers  that  remit a portion of their
     commissions as a credit  against Fund  expenses.  With respect to brokerage
     and research services, the Investment Manager may consider in the selection
     of broker/dealers brokerage or research provided and payment may be made of
     a fee higher  than that  charged by  another  broker/dealer  which does not
     furnish  brokerage  or research  services or which  furnishes  brokerage or
     research  services deemed to be of lesser value, so long as the criteria of
     Section 28(e) of the Securities  Exchange Act of 1934, as amended, or other
     applicable  laws  are met.  Although  the  Investment  Manager  may  direct
     portfolio  transactions  without necessarily  obtaining the lowest price at
     which such broker/dealer,  or another,  may be willing to do business,  the
     Investment  Manager  shall  seek the best  value for the Fund on each trade
     that circumstances in the market place permit, including the value inherent
     in on-going  relationships  with  quality  brokers.  To the extent any such
     brokerage or research services may be deemed to be additional  compensation
     to  the  Investment  Manager  from  the  Fund,  it is  authorized  by  this
     Agreement.  The Investment Manager may place brokerage for the Fund through
     an affiliate of the  Investment  Manager,  provided that: the Fund not deal
     with such  affiliate in any  transaction  in which such  affiliate  acts as
     principal;  the commissions,  fees or other  remuneration  received by such
     affiliate be reasonable and fair compared to the commissions, fees or other
     remuneration   paid  to  other  brokers  in  connection   with   comparable
     transactions  involving  similar  securities  being  purchased or sold on a
     securities  exchange during a comparable period of time; and such brokerage
     be undertaken in compliance with  applicable law. The Investment  Manager's
     fees  under  this  Agreement   shall  not  be  reduced  by  reason  of  any
     commissions, fees or other remuneration received by such affiliate from the
     Fund.

8.   The Investment  Manager shall waive all or part of its fee or reimburse the
     Fund monthly if and to the extent the aggregate  operating  expenses of the
     Fund exceed the most restrictive limit imposed by any state in which shares
     of the Fund are qualified for sale. In  calculating  the limit of operating
     expenses, all expenses excludable under state regulation or otherwise shall
     be excluded.  If this  Agreement is in effect for less than all of a fiscal
     year, any such limit will be applied proportionately.

                                                                              46

9.   Subject to and in accordance with the Articles of Incorporation and By-laws
     of the Fund and of the Investment Manager, it is understood that directors,
     officers,  agents and  shareholders of the Fund are or may be interested in
     the Fund as  directors,  officers,  shareholders  and  otherwise,  that the
     Investment  Manager is or may be interested in the Fund as a shareholder or
     otherwise  and that the effect and  nature of any such  interests  shall be
     governed  by law  and by the  provisions,  if  any,  of  said  Articles  of
     Incorporation or By-laws.

10.  A. This Agreement shall become effective upon the date hereinabove  written
     provided that this Agreement shall not take effect unless it has first been
     approved  (i) by a vote of a majority of the  Directors of the Fund who are
     not parties to this Agreement,  or interested persons of any such party and
     (ii) by vote of the holders of a majority of the Fund's  outstanding voting
     securities.

     B.   Unless sooner  terminated as provided  herein,  this  Agreement  shall
          continue  in  effect  for  one  year  from  the  above  written  date.
          Thereafter,   if  not   terminated,   this  Agreement  shall  continue
          automatically for successive  periods of twelve months each,  provided
          that such  continuance is specifically  approved at least annually (i)
          by a vote of a  majority  of the  Directors  of the  Fund  who are not
          parties to this Agreement, or interested persons of any such party and
          (ii) by the Board of  Directors of the Fund by the vote of the holders
          of a majority of the outstanding voting securities of the Fund.

     C.   This Agreement may be terminated without penalty at any time either by
          vote of the Board of  Directors  of the Fund or by vote of the holders
          of a majority of the Fund's  outstanding voting securities on 60 days'
          written notice to the Investment Manager, or by the Investment Manager
          on  60  days'  written  notice  to  the  Fund.  This  Agreement  shall
          immediately terminate in the event of its assignment.

11.  The Investment  Manager shall not be liable to the Fund or any  shareholder
     of the Fund for any error of  judgment  or  mistake  of law or for any loss
     suffered  by the Fund or the Fund's  shareholders  in  connection  with the
     matters to which this Agreement relates, but nothing herein contained shall
     be construed to protect the Investment Manager against any liability to the
     Fund or the  Fund's  shareholders  by reason of  willful  misfeasance,  bad
     faith, or gross negligence in the performance of its duties or by reason of
     its reckless disregard of obligations and duties under this Agreement.

12.  As used in this Agreement, the terms "interested person," "assignment," and
     "majority of the  outstanding  voting  securities"  shall have the meanings
     provided   therefor  in  the  1940  Act,  and  the  rules  and  regulations
     thereunder.

13.  This Agreement  constitutes the entire agreement between the parties hereto
     and  supersedes  any prior  agreement,  with respect to the subject  hereof
     whether oral or written.  If any provision of this Agreement  shall be held
     or made invalid by a court or regulatory agency, decision, statute, rule or
     otherwise,  the remainder of this Agreement shall not be affected  thereby.

14.  This  Agreement  shall be construed in accordance  with and governed by the
     laws of the State of New York, provided, however, that nothing herein shall
     be  construed  in a  manner  inconsistent  with the 1940 Act or any rule or
     regulation promulgated thereunder.

                                                                              47

IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement on the day
and year first above written.

ATTEST:                                                     BEXIL CORPORATION


_/s/Cory McClure                                            By:/s/Thomas Winmill



ATTEST:                                                     CEF ADVISERS, INC.


_/s/Cory McClure                                            By:/s/Joe Leung

                                                                              48

                                                                   EXHIBIT 10(b)
                                                                     ITEM 1 OF 1

                        INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT  made as of the 8th day of March,  2000, by and between  GLOBAL INCOME
FUND,  INC. a Maryland  corporation  (the  "Fund")  and CEF  ADVISERS,  INC.,  a
Delaware corporation (the "Investment Manager").

WHEREAS the Fund intends to register under the  Investment  Company Act of 1940,
as amended (the "1940 Act"), as a closedend management investment company; and

WHEREAS,  the Fund desires to retain the Investment  Manager to furnish  certain
investment  advisory  and  portfolio  management  services to the Fund,  and the
Investment Manager desires to furnish such services;

NOW THEREFORE,  in  consideration  of the mutual promises and agreements  herein
contained  and other good and  valuable  consideration,  the receipt of which is
hereby  acknowledged,  it  is  hereby  agreed  between  the  parties  hereto  as
follows:

1.   TheFund hereby employs the Investment  Manager to manage the investment and
     reinvestment of its assets, including the regular furnishing of advice with
     respect to the Fund's  portfolio  transactions  subject at all times to the
     control and oversight of the Fund's Board of Directors,  for the period and
     on the terms set forth in this  Agreement.  The  Investment  Manager hereby
     accepts  such  employment  and  agrees  during  such  period to render  the
     services  and  to  assume  the  obligations   herein  set  forth,  for  the
     compensation herein provided. The Investment Manager shall for all purposes
     herein  be  deemed  to be  an  independent  contractor  and  shall,  unless
     otherwise expressly provided or authorized, have no authority to act for or
     represent the Fund in any way, or otherwise be deemed an agent of the Fund.

2.   The Fund assumes and shall pay all the expenses required for the conduct of
     its business including,  but not limited to, salaries of administrative and
     clerical personnel,  brokerage commissions,  taxes, insurance,  fees of the
     transfer agent,  custodian,  legal counsel and auditors,  association fees,
     costs of filing,  printing  and  mailing  proxies,  reports  and notices to
     shareholders,  preparing,  filing and printing the prospectus and statement
     of  additional   information,   payment  of   dividends,   costs  of  stock
     certificates,  costs  of  shareholders  meetings,  fees of the  independent
     directors,  necessary  office space  rental,  all expenses  relating to the
     registration or  qualification  of shares of the Fund under applicable Blue
     Sky laws and  reasonable  fees and expenses of counsel in  connection  with
     such registration and  qualification and such nonrecurring  expenses as may
     arise,  including,  without  limitation,   actions,  suits  or  proceedings
     affecting  the Fund and the  legal  obligation  which  the Fund may have to
     indemnify its officers and directors with respect thereto.

3.   If requested by the Fund's Board of Directors,  the Investment  Manager may
     provide  other  services  to the Fund  such  as,  without  limitation,  the
     functions of billing,  accounting,  certain shareholder  communications and
     services,  administering  state  and  Federal  registrations,  filings  and
     controls and other administrative  services.  Any services so requested and
     performed  will  be for the  account  of the  Fund  and  the  costs  of the
     Investment  Manager in rendering  such services  shall be reimbursed by the
     Fund,  subject to  examination  by those  directors of the Fund who are not
     interested persons of the Investment Manager or any affiliate thereof.

4.   The services of the Investment Manager are not to be deemed exclusive,  and
     the Investment  Manager shall be free to render similar  services to others
     in addition to the Fund so long as its services  hereunder are not impaired
     thereby.

                                                                              49

5.   The  Investment  Manager shall create and maintain all necessary  books and
     records in accordance  with all  applicable  laws,  rules and  regulations,
     including but not limited to records  required by Section 31(a) of the 1940
     Act and the rules thereunder, as the same may be amended from time to time,
     pertaining to the investment  management services performed by it hereunder
     and not otherwise  created and  maintained  by another party  pursuant to a
     written  contract with the Fund.  Where  applicable,  such records shall be
     maintained  by the  Investment  Manager  for the  periods and in the places
     required by Rule 31a2 under the 1940 Act. The books and records  pertaining
     to the Fund which are in the possession of the Investment  Manager shall be
     the   property   of  the  Fund.   The  Fund,   or  the  Fund's   authorized
     representatives,  shall have  access to such books and records at all times
     during the Investment  Manager's normal business hours. Upon the reasonable
     request of the Fund, copies of any such books and records shall be provided
     by  the   Investment   Manager  to  the  Fund  or  the  Fund's   authorized
     representatives.

6.   As compensation  for its services,  with respect to the Fund the Investment
     Manager  will be paid  by the  Fund a fee  payable  monthly,  based  on the
     average  weekly net assets of the Fund,  and computed at the annual rate of
     7/10 of 1% of the first  $250  million,  5/8 of 1% of from $250  million to
     $500  million,  and of 1% over $500  million.  The aggregate net assets for
     each day shall be computed by subtracting  the liabilities of the Fund from
     the value of its assets,  such amount to be computed as of the  calculation
     of the net asset values per share on each business day.

7.The  Investment Manager shall direct portfolio  transactions
     to broker/dealers for execution on terms and at rates which it believes, in
     good faith,  to be reasonable in view of the overall  nature and quality of
     services provided by a particular  broker/dealer,  including  brokerage and
     research  services  and sales of shares of the Fund and shares of the other
     funds in the Midas fund complex.  The Investment  Manager may also allocate
     portfolio  transactions  to  broker/dealers  that  remit a portion of their
     commissions as a credit  against Fund  expenses.  With respect to brokerage
     and research services, the Investment Manager may consider in the selection
     of broker/dealers brokerage or research provided and payment may be made of
     a fee higher  than that  charged by  another  broker/dealer  which does not
     furnish  brokerage  or research  services or which  furnishes  brokerage or
     research  services deemed to be of lesser value, so long as the criteria of
     Section 28(e) of the Securities  Exchange Act of 1934, as amended, or other
     applicable  laws  are met.  Although  the  Investment  Manager  may  direct
     portfolio  transactions  without necessarily  obtaining the lowest price at
     which such broker/dealer,  or another,  may be willing to do business,  the
     Investment  Manager  shall  seek the best  value for the Fund on each trade
     that circumstances in the market place permit, including the value inherent
     in  ongoing  relationships  with  quality  brokers.  To the extent any such
     brokerage or research services may be deemed to be additional  compensation
     to  the  Investment  Manager  from  the  Fund,  it is  authorized  by  this
     Agreement.  The Investment Manager may place brokerage for the Fund through
     an affiliate of the  Investment  Manager,  provided that: the Fund not deal
     with such  affiliate in any  transaction  in which such  affiliate  acts as
     principal;  the commissions,  fees or other  remuneration  received by such
     affiliate be reasonable and fair compared to the commissions, fees or other
     remuneration   paid  to  other  brokers  in  connection   with   comparable
     transactions  involving  similar  securities  being  purchased or sold on a
     securities  exchange during a comparable period of time; and such brokerage
     be undertaken in compliance with  applicable law. The Investment  Manager's
     fees  under  this  Agreement   shall  not  be  reduced  by  reason  of  any
     commissions, fees or other remuneration received by such affiliate from the
     Fund.

8.   The Investment  Manager shall waive all or part of its fee or reimburse the
     Fund monthly if and to the extent the aggregate  operating  expenses of the
     Fund exceed the most restrictive limit imposed by any state in which shares
     of the Fund are qualified for sale. In  calculating  the limit of operating
     expenses, all expenses excludable under state regulation or otherwise shall
     be excluded.  If this  Agreement is in effect for less than all of a fiscal
     year, any such limit will be applied proportionately.

                                                                              50

9.   Subject to and in accordance with the Articles of Incorporation  and Bylaws
     of the Fund and of the Investment Manager, it is understood that directors,
     officers,  agents and  shareholders of the Fund are or may be interested in
     the Fund as  directors,  officers,  shareholders  and  otherwise,  that the
     Investment  Manager is or may be interested in the Fund as a shareholder or
     otherwise  and that the effect and  nature of any such  interests  shall be
     governed  by law  and by the  provisions,  if  any,  of  said  Articles  of
     Incorporation or Bylaws.

10.  A.This Agreement shall become  effective upon the date hereinabove  written
     and,  unless sooner  terminated as provided  herein,  this Agreement  shall
     continue in effect for one year from the above written date. Thereafter, if
     not terminated,  this Agreement shall continue automatically for successive
     periods  of  twelve  months  each,   provided  that  such   continuance  is
     specifically  approved at least annually (a) by a vote of a majority of the
     Directors of the Fund or by vote of the holders of a majority of the Fund's
     outstanding  voting  securities  of the Fund as defined in the 1940 Act and
     (b) by a vote  of a  majority  of the  Directors  of the  Fund  who are not
     parties  to this  Agreement,  or  interested  persons of such  party.  This
     Agreement may be terminated  without  penalty at any time either by vote of
     the  Board  of  Directors  of the  Fund  or by a vote of the  holders  of a
     majority  of the  outstanding  voting  securities  of the  Fund  on 60 days
     written notice to the Investment  Manager,  or by the Investment Manager on
     60 days  written  notice  to the Fund.  This  Agreement  shall  immediately
     terminate in the event of its  assignment.

11.  The Investment  Manager shall not be liable to the Fund or any  shareholder
     of the Fund for any error of  judgment  or  mistake  of law or for any loss
     suffered  by the Fund or the Fund's  shareholders  in  connection  with the
     matters to which this Agreement relates, but nothing herein contained shall
     be construed to protect the Investment Manager against any liability to the
     Fund or the  Fund's  shareholders  by reason of  willful  misfeasance,  bad
     faith, or gross negligence in the performance of its duties or by reason of
     its reckless disregard of obligations and duties under this Agreement.

12.  As used in this Agreement, the terms "interested person," "assignment," and
     "majority of the  outstanding  voting  securities"  shall have the meanings
     provided   therefor  in  the  1940  Act,  and  the  rules  and  regulations
     thereunder.

13.  This Agreement  constitutes the entire agreement between the parties hereto
     and  supersedes  any prior  agreement,  with respect to the subject  hereof
     whether oral or written.  If any provision of this Agreement  shall be held
     or made invalid by a court or regulatory agency, decision, statute, rule or
     otherwise, the remainder of this Agreement shall not be affected thereby.

14.  This  Agreement  shall be construed in accordance  with and governed by the
     laws of the State of New York, provided, however, that nothing herein shall
     be  construed  in a  manner  inconsistent  with the 1940 Act or any rule or
     regulation promulgated thereunder.

IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement on the day
and year first above written.

ATTEST:                                           GLOBAL  INCOME FUND, INC.

_/s/Cory McClure                                  By:/s/Thomas Winmil


ATTEST:                                           CEF ADVISERS,  INC.
_/s/Cory McClure                                  By:/s/Joe Leung

                                                                              51

                                                                   EXHIBIT 10(c)
                                                                     ITEM 1 OF 1

                        INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT  made on March 8, 2000, by and between TUXIS  CORPORATION,  a Maryland
corporation  (the "Fund") and CEF ADVISERS,  INC., a Delaware  corporation  (the
"Investment Manager")

WHEREAS the Fund intends to register under the  Investment  Company Act of 1940,
as amended (the "1940 Act"), as a closedend management investment company; and

WHEREAS,  the Fund desires to retain the Investment  Manager to furnish  certain
investment  advisory  and  portfolio  management  services to the Fund,  and the
Investment Manager desires to furnish such services;

NOW THEREFORE,  in  consideration  of the mutual promises and agreements  herein
contained  and other good and  valuable  consideration,  the receipt of which is
hereby acknowledged, it is hereby agreed between the parties hereto as follows:

1.   The Fund hereby employs the Investment Manager to manage the investment and
     reinvestment of its assets, including the regular furnishing of advice with
     respect to the Fund's  portfolio  transactions  subject at all times to the
     control and oversight of the Fund's Board of Directors,  for the period and
     on the terms set forth in this  Agreement.  The  Investment  Manager hereby
     accepts  such  employment  and  agrees  during  such  period to render  the
     services  and  to  assume  the  obligations   herein  set  forth,  for  the
     compensation herein provided. The Investment Manager shall for all purposes
     herein  be  deemed  to be  an  independent  contractor  and  shall,  unless
     otherwise expressly provided or authorized, have no authority to act for or
     represent the Fund in any way, or otherwise be deemed an agent of the Fund.

2.   The Fund assumes and shall pay all the expenses required for the conduct of
     its business including,  but not limited to, salaries of administrative and
     clerical personnel,  brokerage commissions,  taxes, insurance,  fees of the
     transfer agent,  custodian,  legal counsel and auditors,  association fees,
     costs of filing,  printing  and  mailing  proxies,  reports  and notices to
     shareholders,  preparing,  filing and printing the prospectus and statement
     of  additional   information,   payment  of   dividends,   costs  of  stock
     certificates,  costs  of  shareholders  meetings,  fees of the  independent
     directors,  necessary  office space  rental,  all expenses  relating to the
     registration or  qualification  of shares of the Fund under applicable Blue
     Sky laws and  reasonable  fees and expenses of counsel in  connection  with
     such registration and  qualification and such nonrecurring  expenses as may
     arise,  including,  without  limitation,   actions,  suits  or  proceedings
     affecting  the Fund and the  legal  obligation  which  the Fund may have to
     indemnify its officers and directors with respect thereto.

3.   If requested by the Fund's Board of Directors,  the Investment  Manager may
     provide  other  services  to the Fund  such  as,  without  limitation,  the
     functions of billing,  accounting,  certain shareholder  communications and
     services,  administering  state  and  Federal  registrations,  filings  and
     controls and other administrative  services.  Any services so requested and
     performed  will  be for the  account  of the  Fund  and  the  costs  of the
     Investment  Manager in rendering  such services  shall be reimbursed by the
     Fund,  subject to  examination  by those  directors of the Fund who are not
     interested persons of the Investment Manager or any affiliate thereof.

4.   The services of the Investment Manager are not to be deemed exclusive,  and
     the Investment  Manager shall be free to render similar  services to others
     in addition to the Fund so long as its services  hereunder are not impaired
     thereby.

                                                                              52

5.   The  Investment  Manager shall create and maintain all necessary  books and
     records in accordance  with all  applicable  laws,  rules and  regulations,
     including but not limited to records  required by Section 31(a) of the 1940
     Act and the rules thereunder, as the same may be amended from time to time,
     pertaining to the investment  management services performed by it hereunder
     and not otherwise  created and  maintained  by another party  pursuant to a
     written  contract with the Fund.  Where  applicable,  such records shall be
     maintained  by the  Investment  Manager  for the  periods and in the places
     required by Rule 31a2 under the 1940 Act. The books and records  pertaining
     to the Fund which are in the possession of the Investment  Manager shall be
     the   property   of  the  Fund.   The  Fund,   or  the  Fund's   authorized
     representatives,  shall have  access to such books and records at all times
     during the Investment  Manager's normal business hours. Upon the reasonable
     request of the Fund, copies of any such books and records shall be provided
     by  the   Investment   Manager  to  the  Fund  or  the  Fund's   authorized
     representatives.

6.   As compensation for its services provided  pursuant to this Agreement,  the
     Fund will pay to the Investment Manager a fee from its assets,  such fee to
     be computed  weekly and paid monthly in arrears at the annual rate of 0.60%
     of the first $500  million  and 0.50%  over $500  million of the Fund's net
     assets. If this Agreement becomes effective or terminates before the end of
     any month, the fee for the period from the effective date to the end of the
     month or from the  beginning of such month to the date of  termination,  as
     the case may be, shall be protected  according to the proportion which such
     period bears to the full month in which such  effectiveness  or termination
     occurs.

7.   The   Investment   Manager   shall   direct   portfolio   transactions   to
     broker/dealers  for  execution on terms and at rates which it believes,  in
     good faith,  to be reasonable in view of the overall  nature and quality of
     services provided by a particular  broker/dealer,  including  brokerage and
     research  services  and sales of shares of the Fund and shares of the other
     funds in the Midas fund complex.  The Investment  Manager may also allocate
     portfolio  transactions  to  broker/dealers  that  remit a portion of their
     commissions as a credit  against Fund  expenses.  With respect to brokerage
     and research services, the Investment Manager may consider in the selection
     of broker/dealers brokerage or research provided and payment may be made of
     a fee higher  than that  charged by  another  broker/dealer  which does not
     furnish  brokerage  or research  services or which  furnishes  brokerage or
     research  services deemed to be of lesser value, so long as the criteria of
     Section 28(e) of the Securities  Exchange Act of 1934, as amended, or other
     applicable  laws  are met.  Although  the  Investment  Manager  may  direct
     portfolio  transactions  without necessarily  obtaining the lowest price at
     which such broker/dealer,  or another,  may be willing to do business,  the
     Investment  Manager  shall  seek the best  value for the Fund on each trade
     that circumstances in the market place permit, including the value inherent
     in  ongoing  relationships  with  quality  brokers.  To the extent any such
     brokerage or research services may be deemed to be additional  compensation
     to  the  Investment  Manager  from  the  Fund,  it is  authorized  by  this
     Agreement.  The Investment Manager may place brokerage for the Fund through
     an affiliate of the  Investment  Manager,  provided that: the Fund not deal
     with such  affiliate in any  transaction  in which such  affiliate  acts as
     principal;  the commissions,  fees or other  remuneration  received by such
     affiliate be reasonable and fair compared to the commissions, fees or other
     remuneration   paid  to  other  brokers  in  connection   with   comparable
     transactions  involving  similar  securities  being  purchased or sold on a
     securities  exchange during a comparable period of time; and such brokerage
     be undertaken in compliance with  applicable law. The Investment  Manager's
     fees  under  this  Agreement   shall  not  be  reduced  by  reason  of  any
     commissions, fees or other remuneration received by such affiliate from the
     Fund.

8.   The Investment  Manager shall waive all or part of its fee or reimburse the
     Fund monthly if and to the extent the aggregate  operating  expenses of the
     Fund exceed the most restrictive limit imposed by any state in which shares
     of the Fund are qualified for sale. In  calculating  the limit of operating
     expenses, all expenses excludable under state regulation or otherwise shall
     be excluded.  If this  Agreement is in effect for less than all of a fiscal
     year, any such limit will be applied proportionately.

                                                                              53

9.   Subject to and in accordance with the Articles of Incorporation  and Bylaws
     of the Fund and of the Investment Manager, it is understood that directors,
     officers,  agents and  shareholders of the Fund are or may be interested in
     the Fund as  directors,  officers,  shareholders  and  otherwise,  that the
     Investment  Manager is or may be interested in the Fund as a shareholder or
     otherwise  and that the effect and  nature of any such  interests  shall be
     governed  by law  and by the  provisions,  if  any,  of  said  Articles  of
     Incorporation or Bylaws.

10.  A.This Agreement shall become  effective upon the date hereinabove  written
     provided that this Agreement shall not take effect unless it has first been
     approved  (i) by a vote of a majority of the  Directors of the Fund who are
     not parties to this Agreement,  or interested persons of any such party and
     (ii) by vote of the holders of a majority of the Fund's  outstanding voting
     securities.

     B.   Unless sooner  terminated as provided  herein,  this  Agreement  shall
          continue  in  effect  for  one  year  from  the  above  written  date.
          Thereafter,   if  not   terminated,   this  Agreement  shall  continue
          automatically for successive  periods of twelve months each,  provided
          that such  continuance is specifically  approved at least annually (i)
          by a vote of a  majority  of the  Directors  of the  Fund  who are not
          parties to this Agreement, or interested persons of any such party and
          (ii) by the Board of  Directors of the Fund by the vote of the holders
          of a majority of the outstanding voting securities of the Fund.

     C.   This Agreement may be terminated without penalty at any time either by
          vote of the Board of  Directors  of the Fund or by vote of the holders
          of a majority of the Fund's  outstanding voting securities on 60 days'
          written notice to the Investment Manager, or by the Investment Manager
          on  60  days'  written  notice  to  the  Fund.  This  Agreement  shall
          immediately terminate in the event of its assignment.

11.  The Investment  Manager shall not be liable to the Fund or any  shareholder
     of the Fund for any error of  judgment  or  mistake  of law or for any loss
     suffered  by the Fund or the Fund's  shareholders  in  connection  with the
     matters to which this Agreement relates, but nothing herein contained shall
     be construed to protect the Investment Manager against any liability to the
     Fund or the  Fund's  shareholders  by reason of  willful  misfeasance,  bad
     faith, or gross negligence in the performance of its duties or by reason of
     its reckless disregard of obligations and duties under this Agreement.

12.  As used in this Agreement, the terms "interested person," "assignment," and
     "majority of the  outstanding  voting  securities"  shall have the meanings
     provided   therefor  in  the  1940  Act,  and  the  rules  and  regulations
     thereunder.

13.  This Agreement  constitutes the entire agreement between the parties hereto
     and  supersedes  any prior  agreement,  with respect to the subject  hereof
     whether oral or written.  If any provision of this Agreement  shall be held
     or made invalid by a court or regulatory agency, decision, statute, rule or
     otherwise, the remainder of this Agreement shall not be affected thereby.

14.  This  Agreement  shall be construed in accordance  with and governed by the
     laws of the State of New York, provided, however, that nothing herein shall
     be  construed  in a  manner  inconsistent  with the 1940 Act or any rule or
     regulation promulgated thereunder.

54

IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement on the day
and year first above written.

ATTEST:                                           TUXIS CORPORATION
_/s/Cory McClure                                  By:/s/Thomas Winmill

ATTEST:                                           CEF  ADVISERS,  INC.
_/s/Cory  McClure                                 By:/s/Joe Leung

                                                                              55

       Exhibit 11 -Statement Regarding Computation of Per Share Earnings

<TABLE>
<CAPTION>

                                             1999                       1998                        1997
                                      Basic        Diluted       Basic        Diluted       Basic         Diluted
<S>                                  <C>          <C>           <C>          <C>           <C>          <C>

Weighted average common
   shares outstanding                 1,655,017    1,655,017     1,391,940    1,391,940    1,370,017     1,370,017

Weighted average common
   shares issuable upon
   exercise of stock options
   under the treasury stock
   method                                   -         25,740           -         61,532          -          98,235

Weighted average common
   shares issuable upon
   exercise of warrants under
   the treasury stock method                -            -             -            -            -             -

Weighted average common
   shares and common share
   equivalents utilized for
   earnings per share
   computation                        1,655,017    1,680,757     1,391,940    1,453,472    1,370,017     1,468,252
</TABLE>

                                                                              56

              Exhibit 21 - Wholly-Owned Subsidiaries of the Company


CEF Advisers, Inc.,
   a Delaware corporation

Hanover Direct Advertising Company, Inc.,
   a Delaware corporation

Investor Service Center, Inc.,
   a Delaware corporation

Midas Management Corporation,
   a Delaware corporation

Performance Properties, Inc.,
   a Delaware corporation